Web of Spider-Man: Origin
by Al David
Summary: A new take on a classic tale that reinvents and reexamines iconic characters, relationships, and events! Heroes aren't born overnight, and high school junior Peter Parker's going to have to learn that the hard way. Battling depression and anxiety, Peter must overcome everyday troubles as well as superhuman threats on his path to adulthood.
1. Growing Pains Part 1

_A/N: Welcome, fans new and old! Newbies, your author note is at the end of the chapter, so feel free to skip ahead to the actual story._

 _Fans_ _of my original Amazing Spider-Man story, yes, this chapter's publication means that it's hiatus will continue indefinitely. Ultimately (pun intended) I felt like this was the superior story, so I decided to pursue it. However, you will see elements of ASM in this story. Please give this a chance. You won't regret it._

* * *

 **Web of Spider-Man  
** #1: Growing Pains Part 1  
"Self Portrait"

...

 _I want to talk about high school. Cliché, I know, but I've got to get some stuff off my chest._

 _I hate how in high school stories nowadays they're all played off the same way, like an 80s movie. Jocks rule the school and beat up nerds. Artists smoke pot in the parking lots. The teachers are jerks. Every single one's the same, and I'm sick of it. It's like no one's realized times have changed. This is the 21_ _st_ _century. Wake up. Nothing's that simple anymore._

 _Likewise, I know my high school experience doesn't speak for everyone. Certainly not yours. We probably live totally different lives. I don't know. You tell me._

 _Anyway, in my high school, power shifts all the time. During football season, the team and the cheerleaders keep a steady rule about 50% of the time. Basketball season's no different. Hell, I'd argue track and baseball do the same in the Spring. But the weeks of a play, it's the actors who are in control. That Saturday night, the lead goes out, gets hammered, and screws a guy or girl of his or her choice. When it's finals season, no one messes with the teachers. Rich kids rule whenever they're willing to throw a party. Sometimes the band geeks have a badass concert, and everyone bows to them for a while. Power's never definite. It's constantly fluctuating. That's why it's really pathetic when—after two and a half years of high school—you haven't even gotten it once._

 _Enter: me._

…

 _RING!_

Down the hallways of Midtown High, students scrambled to get to class. Within a couple minutes, most had done so, leaving only a few stragglers behind. One such teen was crouched in front of his locker, which was placed on the bottom row near the floor. At a meek 5'6" and 115 lbs., the boy had the sort of compact build that made it possible for him to go unseen behind his locker door, intentionally or not. So, as he continued to fix a digital wristwatch, he went relatively unnoticed.

And then along came Flash.

The handsome boy was dark skinned and built like a linebacker, largely because he was in fact on the team, as evidenced by his "Midtown High Football" hoodie. Great genetics didn't hurt, of course.

Flash walked backwards down the hallway, finishing his punchline, "And he was like, 'Christ, that _was_ pretty gay, wasn't it?'"

The jock's two friends glanced at one another, unsure how to respond.

Kong, a tubby lineman, spoke up, "You should really quit it with the homophobic jokes, man. It's not funny."

Meanwhile, Peter muttered a quiet, "Yes," as his watch began to tell time again. He'd fixed it.

"Give me a break. I'm not homophobic; I just—" Flash cut himself off when he accidentally kicked the open locker door, which smacked Peter's head and knocked off his black-rimmed glasses.

"Shit," the smaller teen groaned, touching the point of impact.

"Fuck. Sorry, Parker. Swear to God I didn't see you," Flash apologized, although Peter could tell he only half meant it. His friends were snickering behind him, and Flash had to bite his lip to keep from smirking.

"It's fine," Peter waved them off. The trio immediately hurried away, laughing when they thought he couldn't hear them.

Peter sighed and picked his glasses up off the ground. They were unscathed…this time. Maybe next time he wouldn't be so lucky.

"Idiot," Peter whispered, both to Flash and himself.

Silently bemoaning his genetics, Peter put on his watch, threw the appropriate textbooks into his backpack, stood up, and slung his bag over his shoulder. He looked to his left. Only a few more teens remained in the hallway, two of whom Peter knew. The handsome red-haired Harry Osborn leaned against a top locker with both hands, a pretty brunette caught intimately between them. The couple's faces were just inches apart as they whispered to one another. Both began to giggle. Peter wanted to vomit.

He cleared his throat. No response. Peter tried a gentle, "Harry." Again, nothing.

So, he spoke up, "Harry, c'mon. We've got English."

Harry looked over at him, hiding his annoyance behind a forced smile, "Yeah, Pete, just give me a sec."

He turned back to his girlfriend, Jessica. Peter waited another few moments, before checking his watch for the time. 8:04. They had one minute till class started.

"I'm just gonna go on ahead," Peter said, fully expecting Harry to ignore him.

However, the taller teen stopped talking, sighed, and then whispered to Jessica, "Sorry. I've gotta go."

"Don't worry about it. I need to get to class, too," Jessica assured him, as they both threw on their backpacks.

Harry kissed Jessica goodbye and then jogged after Peter, calling, "Yo! Wait up!"

Peter slowed down until Harry caught up, and then the two continued on their way to class.

"Sorry, man. You know how it is," Harry began, before Peter interrupted him.

"Actually, I don't. I've never had a girlfriend," he said.

Harry frowned. "Right. I just meant…never mind."

Silence. The brutal awkwardness lingered, until at last Harry managed, "Did you get my Snap last night?"

Peter couldn't help himself: he grinned. "The one with your dad?"

"Yeah," Harry happily replied, realizing he'd broken through Peter's cold outer shell.

The smaller boy laughed. " _You're goddamn right_ he looks like Bryan Cranston."

Harry groaned teasingly, "That was so bad. You picked the lowest hanging fruit, Pete. Like, it was literally on the ground."

"Give me a break. On a scale of one to ten, I'm Will-freaking-Ferrell hilarious," Peter playfully shot back as the bell rung, but the two paid it no mind.

…

"Why did Hamlet act so irrationally throughout the play?" asked Mrs. Sophie Winterhalter, a relaxed woman in her early thirties, who sat on the edge of her desk as she addressed the class.

In a class of thirty-two students, no one bothered to raise their hand. Peter, who was seated near the back, looked around, but couldn't spot anyone who seemed willing.

"C'mon, your participation grades aren't going to raise themselves. Don't make me call on someone," Mrs. Winterhalter said.

Slowly, a timid hand rose amongst the crowd. Most of the students turned to face…Flash Thompson? The football star quickly put on a façade of confidence, although it was clear he was nervous.

Mrs. Winterhalter nodded at him. "Flash."

"His uncle killed his dad, so he kind of lost it," Flash answered.

Mrs. Winterhalter shrugged. "You're not wrong, but there's more to it than that. Anyone else?"

Face flushed, Flash sunk into his seat and glared around the room, daring anyone to complete his embarrassment. Peter was tempted, but instead he elected to slouch back and write in his notebook.

Finally, someone raised their hand. Hobie Brown, a black teen nearly as skinny as Peter, mustered the courage to answer.

"His uncle had also married his mother and become King of Denmark. Beyond that, Hamlet, as Shakespeare originally intended him, was just a teenager, so he didn't always think things through. He'd act like an impulsive idiot, hence no 'hakuna matata' mentality," Hobie said, drawing a couple chuckles from other students.

Peter looked down at his notebook where three bullet points were filled in:

1\. Uncle killed father for throne.

2\. Uncle married mom.

3\. Hamlet's a teenager.

He smirked confidently.

"Exactly," Mrs. Winterhalter said, "Don't take it personally. I've been there, but Hamlet's just like any other teenager: his hormones can get in the way of rational thought."

Peter glanced at Flash, who was giving Hobie a death glare, not that the other teen noticed. He was going to get it later. It was a mistake to embarrass Flash Thompson. That's why Peter hadn't raised his hand. You couldn't flaunt your intelligence in high school if you wanted to be left alone.

…

After first period ended, Peter and Harry left the classroom near the back of the pack, saying goodbye to Mrs. Winterhalter, who responded in kind. On their way out, Peter noticed a break in the crowd of students trying to get to class. Further down the hallway, Flash had Hobie up against a locker. It didn't look like he'd hit him. Peter couldn't be sure he was going to, but one thing was clear: this was a warning. Don't mess with Flash Thompson.

Something deep and dark bubbled up inside Peter, and before he knew it, his legs had begun to move on their own toward Flash. Suddenly, a hand grabbed his shoulder, stopping him. He looked back, meeting Harry's gaze.

"Don't. You'll only make it worse for both of you," Harry said, indicating Hobie.

Peter hesitated for a few moments, then agreed with a nod. He began to lead Harry in the other direction, toward the math classrooms.

"Thanks. I'll see you after BC," Peter said.

"Have fun in nerd math," Harry teased, ready to split up, but before they could do so a voice stopped them in their tracks.

"Harry! Peter!" called Jessica Cambell.

Both turned amidst the crowd to face Jessica, drawing numerous glares from other students. However, Jessica didn't seem to notice or mind. She simply stood in the middle of the hallway, making others step aside to pass her.

"Shouldn't we move?" Peter wondered.

"Why?" she simply replied, before asking them, "Are you guys going to the activities fair later?"

A smirk suddenly overcame Harry's face, and he said, "We couldn't miss it even if I wanted to. Peter has to go. Gwen'll be there."

Peter elbowed Harry in the ribs, but his friend ignored him while Jessica exclaimed (far too loudly for Peter's taste), "You like Gwen?!"

"Keep it down," Peter demanded, before glaring at Harry, "And thanks, bud. You're a great friend."

"What? You can trust Jess," Harry argued.

"Yeah, don't worry about it. Your secret's safe with me," Jessica agreed.

Peter rolled his eyes, "Excuse me for being paranoid. Gwen's only one of your best friends, and you kinda just shouted out 'you like Gwen' for the whole world to hear."

" _Okay_ , okay, I get it. I'm loud." Jessica playfully pushed Peter. She had already made a habit of doing that in the three weeks since they'd had their first real conversation after she started dating Harry. He wasn't sure how to feel about it yet.

"But you do like her, right?" Jessica continued.

Peter glanced around. The coast was relatively clear. He whispered back, "Yeah, just…" He lowered his hand in a universal sign for "keep it down."

Harry jumped in, "Peter took pictures for the yearbook club last year just so he could be around her."

"Ahh, that's cute. And a little stalker-ish," Jessica quipped.

"Thanks," Peter sarcastically replied, "But I didn't join just for her."

"Bullshit," Harry said.

"I'm telling you—"

"Who cares? It doesn't matter," Jessica chided. She looked at Peter, her tone suddenly quite sincere, "Peter, if you want someone to introduce the two of you, or, I don't know, help out…"

"Isn't she your friend? She's already dating Flash," Peter pointed out.

"Right, exactly, we're best friends, and I know—everyone knows, really—that Flash is an asshole. If I could set Gwen up with a nice guy like you, well…I'd be doing my job," Jessica explained.

Peter was genuinely touched. "I…thank you. That really means a lot. I just…I'm gonna have to pass for now."

Jessica looked deflated. "Really?"

"C'mon, Pete," Harry pushed.

"Yeah, I…I don't know. It's just not the right time," Peter mumbled.

Jessica reluctantly nodded. "Okay. Just…don't let life pass you by, Peter. Sometimes you have to fight for what you want. Sometimes that means embarrassing yourself, and sometimes that means you lose, but—but you just have to do it."

"I'm sorry; I just…anyway, thanks again," Peter said, feeling as guilty as he was sad. "I…need to get to class. See you guys later."

"Bye," Harry and Jessica said simultaneously, both disappointed as they watched him go.

…

The activities fair bustled with students who either advertised for their clubs and organizations or scanned over the dozens of tables in the quad for the right ones for them. Freshmen anxiously raced from station to station, signing up for far too many clubs. Most of the seniors either manned a table or simply lingered for the free food. Then you had the inbetweeners: sophomores, and juniors like Peter, Harry, and Jessica.

The trio moved quietly through the crowd until Peter spotted the yearbook club down the quad. More importantly, he spotted Gwen Stacy in all her glory. Her shoulder length blonde hair seemed to glow in the sunlight, and she was rocking a cute maroon sweater and jeans combo. Peter's cheeks reddened. What was going on? He hadn't even talked to her yet…not that he was planning on it.

"Ooh, baby, Peter's blushing. C'mon, kid. The sign up sheet's just down there…and so is Gwen," Harry added with a whisper, beginning to push him toward the table.

The red in Peter's cheeks was suddenly fueled by rage, not timidity. He forced Harry off of him, and then turned around to face his friend.

"Stop it," he said.

"Relax. I'm just teasing you," Harry chuckled, although he was clearly offended. Peter nearly put the whole thing behind him, but then Harry had to go and say, "Jesus. It's not like you joined the yearbook for her or anything."

Before Jessica could say anything to quell his anger, Peter blurted, "This may come as a surprise to you, Harry, but not everyone's so whipped that their entire life revolves around a girl."

As soon as he said it, he regretted it. Jessica bit her lip. Harry clenched his hands into fists.

"Christ! You can be such an asshole," he growled.

"Look in the mirror," Peter shot back, and before Harry could offer a retort he stormed off to the school newspaper's table, found the photographer sign-up sheet, and filled in his info.

He then turned back to glare at Harry, who was staring at him in disgust, when someone called his name.

"Peter…Parker? Right?"

Peter faced an older Indian boy, who stood behind the table, reading off the sign-up sheet. Handsome and confident, the senior waited for a response.

"Um, yeah, that's me," Peter replied.

The senior extended his hand. Peter shook it. "Nice to meet you. I'm Ned Leeds, the editor-in-chief of The Crier. Now, I don't know how familiar you are with the paper, but—"

"Last year it was ranked the sixth best high school publication in the country," Peter said, before adding, "Or—or that's just what I, um, read. I think."

"Yeah, no, you're absolutely right," Ned agreed. "But because of that, we really do our best to keep the quality high. So…we don't take just anyone. I'm gonna need you to submit a portfolio, and if the other editors and I like it you'll come on board as a staff photographer. As a warning, though, we only take three a year, and the rest end up as freelancers. It's a bit complicated, but I'll explain everything in detail in an email I'll send out tomorrow."

"OK, yeah…um, what do you want in the portfolio?" Peter asked.

Ned shook his head, sheepish, and handed him a flier. "My bad. It's got a list of everything you need right there. Basically just turn in ten photos, one of which has to be a self-portrait. The rest are up to you. Send it all to the email address on the flier, or bring it to our first meeting. No pressure, though. Most freshmen don't make it on-staff their first year."

Peter looked up, more embarrassed than angry. "I'm a, uh, junior actually."

"Oh…sorry," Ned glanced away. "Maybe you'll have better luck then."

"Right. Thanks. Um…" Peter said, before blurting, "See ya later, alligator." He resisted the urge to hit himself.

"In a while crocodile," Ned replied, smiling good-naturedly.

Peter's lips twisted up into a grin. Okay. That hadn't gone as bad as it could have. Now to find Harry…who was nowhere to be seen. Neither was Jessica.

But there was Alistair Smythe, the occasional third wheel to Peter and Harry's bromance. Sitting alone on a hill just outside of the chaos, the pudgy half-Japanese teen played on his Nintendo DS.

Peter walked up the hill to sit down beside him, saying, "Hey, Al."

"'Sup," Al replied without looking up.

"You sign up for any clubs?" Peter asked.

"No, I just came to the activities fair because I love people," he sarcastically responded.

Peter nodded, realizing what he'd gotten himself into.

After a few moments more, Al said, "Robotics."

Peter's face brightened slightly. "Really? That's pretty sweet. Tell me how it goes."

"Sure," Al agreed. He still hadn't looked up from his DS.

Peter sighed and lay down on the grass. He used a hand to block out the sun, and then rested his head on the other. Silence settled over the two boys. Something nagged at Peter until he couldn't hold it in any longer.

"What do you think of Jessica?" Peter wondered.

"I think she's a human female with brown hair and brown eyes whom most people would identify as attractive," Al replied, deadpan.

Peter turned his head to stare at him. Al finally looked up from his game, smirking.

"Dude, you are _so_ easy to screw with," Al chuckled.

"Thank you. I appreciate that," Peter grumbled back.

"You really need to work on your social skills, man," the pudgy boy added.

Coming from Alistair Smythe of all people. Peter resisted the urge to scream at him.

"Overwatch this weekend?" he asked.

"Actually, I'd prefer to play Call of Duty. Of course we'll play Overwatch," Al muttered, returning to his game.

And that was Alistair Smythe. Peter didn't know how he and Harry had hung around the boy for so long, but they couldn't shake him now. Peter didn't want to. At least being friends with Alistair was better than being alone.

…

The rest of the school day blew by without additional conflict. In fact, he didn't even encounter Harry again. Still, when Peter got home he felt drained, like he could collapse on the spot. Unlocking the door to their fifth floor apartment, he had to consciously make the effort to take each step so he wouldn't do just that.

"Peter?" His aunt May—tall, thin, her dark hair just beginning to gray—called from the kitchen.

"Yeah, it's me," Peter replied as he slipped his shoes off by the front door, knowing full well his aunt would scold him for it later. He didn't care. He needed to get every weight he could off his body.

Peter had to pass the kitchen to get to his room. So, he made his way inside it just as his aunt asked, "How was school?"

"Same old, same old," Peter offered. He briefly kissed May on the cheek, before continuing on to his bedroom.

"Ben's working late tonight, so I thought we'd have dinner around 8," May said.

"Sure, yeah," Peter agreed, opening the door to his room.

"Get your homework done before then!" May shouted after him.

Peter didn't respond, instead merely choosing to shut the door. As soon as he reached his bed, he slung off his backpack and collapsed beside it. Every bone in his body felt like it weighed a ton, but he hadn't exercised in weeks. The stairs couldn't have taken that much out of him. What was going on?

And yet this feeling wasn't unusual. It came and went about once a week, usually on one of Peter's bad days, which were beginning to happen more and more often.

Something drove him to reach into his pocket and produce his cell phone. He took a selfie of himself in bed. A gaunt, dark eyed boy with combed over brown hair stared back at him. He looked awful. Not sick, just…sad. This wasn't right.

Peter added a filter. It didn't fix anything. He tried black and white. Interesting, but not the right one. Energy returning to him in the form of anger, he grunted in frustration and deleted the picture. Sitting up, he prepared to take another when he caught sight of a photo on his bookshelf. It was of himself, much younger, around 8 years old, shortly after he'd gone to live with his aunt and uncle. In the picture, he was dressed in a lab coat, and was laughing as he poured something from a flask onto a chubby, nerdy-looking redhead, who had also broken into a fit of giggles.

Peter was on his feet before he knew what he was doing. He wrapped his hands around the photo's frame and stared at it. Rejuvenated, he placed the picture beside his laptop, sat down, and opened the computer.

…

"'Enter: me'? No, that sounds stupid." Peter furiously deleted the phrase from the screen, only to immediately consider it again. It was short, to the point, even a bit funny.

"Screw it," he muttered, typing it back into the email. "She won't care…not that I'll ever know."

Peter sighed and readjusted his position on the desk chair. He looked up at the top of the email—the header:

 _Dear MJ._

He clicked into his outbox and scrolled through it. Over 500 emails stared back at him, each to the same person, spanning almost 7 years. Not a single one dated since 2014 had a response attached.

"Please," Peter whispered, before transitioning to thought, _'Please reply, MJ. You haven't in almost two years. I need to know you're reading these. I need to know I'm not alone.'_

Hoping beyond hope that this was the one, Peter clicked back into his draft of the email, and got to work again.

* * *

 _That's all for chapter one! I hope you enjoyed it!_

 _In case it wasn't clear, this is going to be a slightly darker take on Spider-Man than you might be used to. That's not to say there won't be humor, and plenty of it. This is Spider-Man we're talking about, after all. However, I wanted to take a more realistic approach to the story. As a recent high school graduate, I'm meditating on and analyzing my experiences for the story, so it can be as emotionally honest as possible. This is, in a lot of ways, just as therapeutic for me as it is fun to write._

 _Just another warning, this will be a slow burn, as evidenced by the fact that Peter hasn't been bitten yet. That won't come till issue 3. After that...well, just wait and see._

 _Anyway, thanks for stopping by and giving this a read through. I hope you'll drop a review! :)_

 _'Til next time, guys. Excelsior!_


	2. Growing Pains Part 2

_A/N: There are a few cameos of future villains in this chapter. Can you guys spot 'em all? Best of luck!_

* * *

 **Web of Spider-Man  
** #2: Growing Pains Part 2  
"Passive/Aggressive"

…

 _I've never had control, never been able to stand up for myself. When we were kids, you watched out for me, MJ. Nothing's changed, only now I'm not sure I've got anyone to back me up. Harry is…Harry. And you know me; I can't do it on my own._

 _My entire life, it's felt like I've been beaten down until there was nothing left but a pushover. I couldn't stop my parents from leaving me, from dying. I can't convince Aunt May or Uncle Ben to let me get a job in order to help pay the bills, and believe me, they could use my help. I can't stop bullies. Never could, I guess._

 _There's this guy, Flash Thompson—the primo douchebag. Picture the stereotypical tool in your head and that's him. He's not always awful, but when you embarrass him, or if you get between him and football, watch out. He's got big time anger issues. Still, an asshole like him never has to worry about being in control of his life. Least not till after college. McDonalds, here he comes._

 _I'm getting off track. Sorry. Again, this is kinda just me venting._

 _A friend of mine, she said something to me today that really stuck with me. 'Sometimes you have to fight for what you want.' And maybe you'll get it. That type of 80s movie cliché…and we've come full circle lol._

 _Sorry. Stupid angsty me back at it again. I just wish I had the courage to fight back. My issue is it's just tough to do that when you know you're going to fail. 'Sometimes you have to fight for what you want.'_

 _I don't know. It's something for me to think about. And to make an inspirational poster of, haha._

…

The next morning, Peter stumbled sluggishly into the kitchen, too tired to feel much of anything. His uncle Ben, a 56-year-old man who'd grayed early and had eaten a few too many steaks in his heyday, sat at the counter, spreading jam over a slice of toast as he read the Daily Bugle. A post-read copy of the New York Times rested just beside him.

Hearing Peter enter, Ben looked up, smiled, and said, "Good morning."

"That's an optimistic view of it," Peter muttered to himself.

"What was that?" Ben wondered.

"I was just wondering why you still have newspaper subscriptions," Peter lied, opening the fridge to find no lactose free milk. He was, in fact, lactose intolerant. "At the very least you'd think you'd go digital. There's a lot less clutter that way."

"You know I'm not much good with computers, Peter. I'm old school. Always been and always will be. There's nothing wrong with that," Ben replied good-naturedly.

"Uh huh," came Peter's teasing response, as he fixed himself a dry bowl of Frosted Flakes. "And could you tell me what the dinosaurs were like again?"

"Watch out, son. You might give your old uncle Ben a heart attack with that talk," Ben retorted.

"Heavens no, I wouldn't want to have to race you off to the witch doctor," Peter said. "Then again, maybe his magic'll make you burn off a few pounds."

"Oh, I'll show you just what these pounds are made of, kid," Ben playfully remarked, drawing his dukes.

"Holy shit, I'm terri—"

"Language."

"Right. Sorry."

Just like that, their fun came to an end. Peter's 'cool uncle' disappeared and out came the surrogate father. His mood darkened again, Peter turned his attention back to his breakfast. Ben struggled to read the boy, and absolutely couldn't figure out what to say next. He opted to leave him be, and reunited with his copy of the Daily Bugle.

"We're out of Lactaid," Peter said after a few minutes of silence, as he neared the bottom of his bowl of cereal.

Ben reached into his pocket and produced from his wallet a twenty. He handed it to Peter. "Why don't you stop by Walmart on your way back from school? Grab a loaf of bread and some eggs while you're at it."

"Yeah, no problem," Peter agreed, taking the money. He moved to the sink to clean out his bowl and put it in the dish washer, but Ben stopped him before he could even turn on the faucet.

"Just leave it in the sink. The dish washer's broken. I'll get to that later tonight," Ben explained.

Peter placed the dishes below the faucet, but nonetheless turned around to his uncle to say, "I can fix it for you."

"You don't have to, son. I was a plumber for nearly a decade. It's no sweat off my back," Ben said.

"You work ten hour days. Let me help out, Ben," Peter pushed.

"No," came his uncle's simple, firm response. "Now, get to your room and get ready for school. At this rate, you're gonna be late."

Peter's shoulders slumped as he agreed with a reluctant, "Fine," before he left the kitchen.

…

When Peter returned to the kitchen, ready to leave, he discovered his uncle Ben had already left for work. An enticing urge crept into his mind as he looked over at the sink. He could fix it in ten minutes, tops, but he'd almost definitely be late for school. On the other hand, he'd be doing his uncle a huge favor. However, his submissive instincts kicked in, and Peter ignored the temptation, heading for the front door. He slipped his shoes on, and then left.

As soon as he exited the apartment, he overheard Anna Watson, their across-the-hall neighbor who had dyed her hair an unnatural shade of red, whispering with his aunt.

"…found another bruise on her cheek—oh, hello, Peter," Anna changed the subject, eyes widening in surprise when she noticed the boy.

"Hey," Peter greeted, forcing a smile. As much as he wanted to know what they were talking about, he suddenly felt very ill simply being in Anna's presence. He knew why. Mary Jane was her niece. So, he elected to continue on to school. "Sorry to cut this short. Gotta get going. Bye!"

"Have a good day! Love you!" May called after him.

"Love you, too, May," Peter yelled back.

"Oh, and next time don't leave your shoes by the front door," May added.

Peter smirked before he disappeared into the stairwell.

…

 _SWIPE!_

Peter removed his student pass from the kiosk and entered the subway terminal. Down the steps he went, until he found himself standing amongst a thin crowd, waiting, like everyone else, for the next train down the Fulton Street Line. However, something caught Peter's attention as he lingered. A commotion had begun to brew just outside of the crowd. Three teenaged punks had surrounded and started teasing a vagrant in an army jacket, who had a scorpion tattooed on his neck.

"Stop grillin' them, kid, unless you wanna get it, too," warned a man beside him.

Peter ignored him. When the delinquents began to push the homeless man around, and Peter realized no one was going to do anything about it, he began to approach the thugs. The screech of a nearby train reached his ears.

"…you say your name's MacDonald? Like the restaurant? Give us your best Ronald McDonald, then! C'mon, man!" The lead thug kicked the vagrant, who cowered before him.

"Hey! Hey, stop it, will you?" Peter demanded.

The lead thug turned to him. He was a good six inches taller than Peter and twice as beefy. The brunet gulped, his confidence gone with the wind.

"Hey, bro, trust me—you don't wanna take it there," the thug said, flashing his grill with a smile. "We're just havin' a little fun."

The train pulled up beside them. Peter glanced at it.

"Go on, faggot," the thug pushed him back, just as his friends noticed what was going on.

Peter backed up another step. He looked between the cruel faces of the thugs and the poor homeless man, who was beginning to cry, terrified. Jessica's words came back to him, and Peter couldn't stop himself from stepping forward.

"Back off."

"This nerd's got mad balls," another of the thugs, who had a tattoo of a tear below his eye, said.

"We stop messin' with this asshole…" the first thug, Grill, pointed to the vagrant, "…we mess with you, you hear me? Your call."

Peter tightened his hands into fists and slid his backpack down to his right hand, ready to throw it away. Grill smirked, popping his knuckles. Suddenly, Peter used his bag as a weapon, smacking Grill with it. The thug fell back onto his behind, but before Peter could do anything else, Tear had tackled him to the ground. He began to beat him down, until Grill threw him off. Amidst the chaos, the tattooed vagrant ran away.

"This bitch is mine," Grill growled, preparing to slug Peter.

"GET OFF OF HIM!"

That was a new voice, and it sure as hell wasn't the last thug's, because he began to scream.

"Who the—FUCK! Crazy bitch!" Grill roared, backing up and covering his face.

Heart racing, Peter saw everything in a blur. Some woman was not only using pepper spray, but actually physically fighting off the thugs.

"Fuck this noise. Let's go!" Grill ordered, and the three thugs ran off.

After a few moments of agonized recovery, Peter made out a hand in front of him. He took it, and was helped up onto his feet. That's when he recognized his savior.

"Are you alright? Should I call an ambulance?" asked Gwen Stacy.

"Wh—no. How…?" had she found him? How had this happened? It was like a nightmare fantasy come true and Peter couldn't tell if that was a good or bad thing at the moment.

Misunderstanding, Gwen answered, "My dad's a cop. He made me take self-defense classes before I turned 13."

"Thank you," was all Peter could manage before he had to pinch his nose and lean his head back to stymie the blood flow.

"Of course. I'm just sorry I didn't come sooner. I can't believe nobody else tried to help," Gwen exclaimed, exasperated.

"They probably just didn't want to be late for work," Peter stammered, for the first time noticing the train had already departed.

Gwen chuckled. "True…New Yorkers tend to have a one track mind."

Peter hadn't realized he'd made a joke. Was this going well? She'd laughed, right? At his non-joke…

The roar of the train alerted them to its rapid approach.

"Are you sure you're alright…?" Gwen asked.

"Peter," he said, assuming she was wondering about his name.

"Peter Parker, right," she said. "We're in the same Calc class. And you worked on the yearbook last year."

Peter felt himself nod, this quickly becoming an out of body experience. "Yeah. You're…"

"Gwen Stacy," she answered.

"It's nice to meet you, or, uh, see you, Gwen," Peter said, extending his hand.

She shook it, smiling. "Likewise."

The train arrived, its wheels screeching to a halt. As the doors opened, Peter motioned Gwen inside with one hand, still pinching his nose with the other.

"Thank you," she said, nodding with a smile.

Peter entered after her, and as they waited for other New Yorkers to crowd in, they remained silent. It was only after nearly half a minute that Peter realized what Gwen was waiting for.

"But yeah, I'm alright. Don't worry about it. I'll just…I'll see the nurse when we get to school," Peter managed.

"Oh, okay, cool," Gwen replied.

They both looked away. Peter knew he lost her when she pulled out her cellphone. For the rest of their trip down to Midtown High, the two refrained from speaking. Peter spent the entire time berating himself while he nursed his wounds.

…

Arriving at Midtown High, Peter and Gwen were in fact late, and had to go their separate ways as soon as they passed through the metal detectors and by the drug dog. The security guard nodded at them as they took their belongings.

"Have a good day," he said.

"You too," Gwen replied, while Peter said, "Bye."

Before Peter could make his way too far down the hallway, Gwen stopped him. "Peter…?"

"Yeah?"

"The nurse's office is that way," Gwen said, pointing in the opposite direction he was going.

"Right. Yeah, I was just going to…never mind," Peter stammered, before heading for the nurse's office. Class would have to wait.

"Bye, Peter," Gwen called.

"Bye."

…

A short trip to the nurse's office later and Peter found himself rather embarrassingly sporting a Band-Aid over his cheek, although his nose was thankfully unbroken and now unbloodied. Despite all the trouble, he still had to get a late slip. That was just _lovely_ , because if he was late one more time he'd get detention, which would not only infuriate his aunt and uncle, but drive Peter up the wall as well.

So, as he entered English, Peter wasn't in much of a mood to explain why his face was lightly bruised and bandaged. Thankfully, he received only a surprised look from Mrs. Winterhalter, who greeted him but didn't bring up the subject. In fact, neither did Harry, and Peter sat down right next to him.

All throughout class, the two ignored one another. They made eye contact once, and quickly decided to never make that mistake again. Instead, Peter found himself staring into his copy of Hamlet, zoning out until he saw movement out of the corner of his eye.

In the next row up, Hobie Brown had leaned forward and begun to unzip the backpack of the boy in front of him—Flash Thompson. Oh, this had to be good. Hobie subtly removed a small package from his pocket and slipped it into Flash's bag. What it was, Peter couldn't tell, but he imagined he'd find out soon enough.

…

At lunch, Peter did his best to avoid Harry, who had since begun to eat with Jessica's friends. However, he wasn't in any rush to sit alone, so he crashed beside Alistair, who had laid claim to a table in the corner of the cafeteria.

"So, Overwatch this weekend…I don't think it's gonna happen," Al blurted, mid-chew.

"What?" Peter wondered.

"I have other plans," Al explained.

"What?!" Since when did Al ever have plans? With literally _anyone_ else?

"Calm down. I got invited to a party. You didn't. Sorry, but that's the way it is," Al said, very much unapologetic.

"You're going to a party?" Peter pushed, choosing to ignore the fact that Al had been invited at all.

"Just because I've never been to one doesn't mean I don't want to go," Al retorted.

"But we make fun of the partiers all the time. It's, like…I don't know. That's just not us," Peter argued.

Al looked Peter in the eyes, not so much furious as he was serious. "No, that's just not you. And only because you're not invited. Don't pretend like you wouldn't ditch me in an instant if you were invited to a party and I wasn't. The difference here is I'm being honest about it."

That shut Peter up. He didn't have a genuine response because Al was right. He and Harry had made plans without him numerous times. It turned out Al was far more socially aware than they realized.

As if Peter's life could get any more awkward, Jessica chose that exact moment to come up and talk to him. "Peter, listen, you and Harry need to—"

"Sorry, I've got work to do," Peter began, standing up, his food not even half-finished.

"Like hell." Jessica shoved Peter back into his seat, and lifted his chin so that he had to look her in the eyes. "You and Harry have been best friends for years. The bullshit that happened yesterday shouldn't be able to keep you apart, especially since you _both_ said some pretty nasty things. Just kiss and make up already; this is getting ridiculous!"

"I'll apologize if he will," Peter managed, admittedly intimidated by Jessica.

Al snorted. Jessica briefly turned to glare at him, and he instantly quieted, sinking back into his seat, head down. She looked back at Peter.

"Good. He said the same thing. Come on then." Jessica pulled Peter out of his seat by his elbow and dragged him over to their table. A number of cute girls caught somewhere between independent and popular tried to suppress their laughter as Jessica stood him upright across from Harry.

"Harry, up, now," Jess demanded.

Harry begrudgingly stood up. He and Peter locked eyes, both still furious.

"Apologize, both of you," she ordered.

"You first," Harry said.

Peter cocked his head. "Yeah, that's about how I figured this would go. Fuck off, Harry."

As Peter turned away, Jessica grabbed his arm to stop him, but he shook her off. Realizing now wasn't the time, she let him go. Instead, Jessica turned to look at Harry, her eyes filled with equal desperation and rage. He merely shrugged and sat back down as Peter stormed out of the cafeteria.

…

Peter managed to successfully avoid Harry and Jessica for the rest of the school day. However, as he headed toward the exit, he caught sight of the two of them beside Harry's locker. He quickly averted his gaze, snuck into the crowd of students who were leaving, and pulled out his phone. Peter had done it to help himself blend into the crowd, but that didn't mean it had to go unused. So, Peter checked his email, knowing exactly what he'd find there.

Ned, the Crier's editor-in-chief, had emailed him with a reminder about what to submit for the portfolio and its due date, which was in fact their first meeting next Monday afternoon at 4 right after school ended. Throughout the rest of the email, Ned explained the difference between a staff photographer and a freelancer. The only major downsides to being freelance were that you wouldn't get your name in the yearbook, and you wouldn't be able to get press passes to legitimate, out-of-school events, which, Peter had to admit, would bother him. If he was going to work for the paper, he wanted to go all in.

"Watch where you're going," Flash growled after Peter walked right into him, his eyes glued to his phone.

"Sorry," Peter muttered back, as the two neared the exit.

Suddenly, the drug dog lost it. He barked viciously in their direction, and the security guard eyed them suspiciously. Flash looked between the dog and Peter, confused.

"Thompson," the guard called him out.

"It's Parker, not me. I don't got shit on me," Flash argued.

"Oh really?" the security guard said, stopping the line of outgoing students so he could lead the drug dog over to Flash. The dog didn't give Peter so much as a sniff, instead immediately barking at the football star.

The commotion had begun to draw a crowd. Flash's cheeks reddened as the guard motioned for his backpack. He reluctantly handed it to him.

"Son, I sincerely hope you're not dumb enough to make the same mistake again," the guard said.

"I swear to God, I learned my lesson. I don't got anything in there. Your dog's wack," Flash said, and he looked like he meant it.

The security guard sighed and shook his head as he went through the smallest of the compartments in Flash's backpack. From it, he produced a brown package—the same package Hobie had put into Flash's bag during English. From it, the guard upturned a bag of weed. How Hobie had gotten it into the school in the first place, Peter couldn't imagine.

"That's—that's not mine! I didn't put that shit in there!" Flash stammered, equally shocked and enraged. He turned to Peter. "Parker was behind me; he did it! He's tryin' to frame me!"

Peter put his hands up defensively. "I did nothing."

Except see the crime. He knew Hobie had left the pot in Flash's backpack, but he couldn't bring himself to care. The asshole deserved it.

"Right, this kid managed to sneak weed past me." The guard sighed. "Go on, Thompson. I know you've got practice. Enjoy it while you still can, because you can bet your ass Principal Davis is going to hear about this. I'm disappointed in you, kid," he finished, waving everyone forward.

Flash shook his head in disbelief, but nonetheless continued on through the metal detector. He snagged his bag from beside the guard and gave Peter one last furious look before he left the building. Uh oh. That wasn't a good sign.

As it turned out, Peter was right. The instant he stepped foot outside of the building, Peter felt himself get tugged away from the door. Other students eyed Flash, amused, as he tossed Peter onto the ground.

"You're gonna fucking get it now, Parker!" Flash roared, balling his hands into fists as he straddled the smaller boy.

"I didn't do it! I didn't fucking do it!" Peter cried out, struggling against Flash.

"Yeah, then who did?" Flash asked, slugging him in the gut. Peter refused to respond. Flash punched him again. "Who did?!"

"It was…" Peter coughed. Flash lowered his fist. The geek smirked. "…Captain America."

Flash roared with rage and nailed Peter across the cheek. It didn't matter. Peter wouldn't sell Hobie out. It would be wrong to turn Hobie in for trying to get justice for the hell Flash had put so many innocent people through. He deserved his punishment, whatever it may be. Flash had gotten away with too much for too long.

"I could get kicked off the team, you little prick! Was that your plan?! You trying to screw with me?!" Flash said, raising his fist to punch Peter again.

Peter spat out blood. "Sorry, but you're not really my type."

Before Flash's fist could make contact, the larger boy was thrown off of him. Peter was shocked to discover his savior was none other than Harry Osborn, who wasted no time getting the advantage. He kneed Flash in the stomach, causing him to collapse onto all fours.

"Every week or so, I stop and wonder, 'could Flash be any more of an asshole?' Then I see shit like this and think, 'nahhh,'" Harry quipped, before attempting to kick Flash on the chin.

It turned out he'd made a mistake by stopping to insult the jock. Flash managed to recover in time to catch his leg, which he then used to the pin Harry against the ground.

"You want some, too, rich boy?" Flash growled, his attention turned solely to Harry.

Peter quickly rose up onto his feet, and was about to tackle Flash when he heard a voice call, "STOP IT! ALL OF YOU!"

Principal Davis came marching toward them, his face bright red. "You three, to my office, NOW!"

…

It didn't go well. Principal Davis tore into the three of them, until at last Harry explained Peter was innocent. The bespectacled boy got off scot free, but the young Osborn heir wasn't so lucky. He had a day's worth of detention with the warning that if he committed any slight offense, even so much as a tardy, he'd be suspended. To make matters worse, Davis would call his father the following morning.

As frustrated and disappointed as Harry was leaving the principal's office, Flash had it worse.

"He's benched for the next two games. Christ!" Harry muttered.

"Right. That's the issue. Not that he got suspended for three days," Peter said, "Y'know _that_ goes on his permanent record, right?"

"Record shmecord. Who cares? It's just an excuse for Flash to skip class. Missing the games is what will really piss him off," Harry pointed out.

" _Watch your back,"_ Flash had told them before he'd left. Peter felt hairs rise on the back of his neck just thinking about it. That wouldn't end well, he was sure of it.

"Listen, Harry, I just wanted to say…thanks," Peter managed, rubbing the back of his head embarrassedly. "You…you really saved my ass back there. Both with Flash and Davis."

"Yeah, well, it's the least I could do. I've been acting like such an asshole recently—"

"Me too. We both have. I just…" Peter stopped walking and turned to Harry. "I'm sorry, man."

"So am I," Harry said. He smirked and motioned Peter toward him, "Bring it in! C'mon, I'm not gonna kiss you. This is the best I can do."

Peter chuckled, but embraced his friend nonetheless. When the two separated, Harry produced his car keys and said, "Can I give you a ride home?"

"After all that shit, you better," Peter teased.

"Asshole alert! We've got an asshole over here, ladies and gentlemen," Harry joked as he led Peter toward the student parking lot. "Somebody doesn't deserve to ride in the fratmobile."

"Somebody shouldn't call his car the 'fratmobile,'" Peter shot back.

"It's ironic!"

"Oh God, Jessica's making you a hipster!"

"Fuck you, man!"

The two looked at one another, and then suddenly broke into a fit of laughter.

After letting it die down, Harry scratched his nose and said, "God, I can't believe I wasn't going to invite you to my party."

"So that's the party Al was talking about!" Peter exclaimed. "And fuck you, asshole!"

"'Fuck you, asshole,'" Harry attempted to comedically imitate Peter, but ended up sounding more like Mickey Mouse than anything.

"Are you really going to—"

"'Are you really going to—'" Harry imitated.

"Goddammit."

"'Goddammit.'"

…

Advanced Idea Mechanics, one of the fastest growing tech giants in the world, was headquartered in Silicon Valley with numerous branches stationed throughout the US. One such offshoot stood tall in New York City, but, because of its location, blended in with the sea of skyscrapers.

Inside one of its many impressive laboratories, a group of scientists in yellow radiation suits scrambled to prepare their experiment. Suddenly, the lab doors opened and in rushed an anxious thirty-something black man with a full head of curly hair.

"You're late, Stillwell," another of the scientists, a blonde man by the name of Nels van Adder, called to the new arrival. "Pull this shit again and Smythe will have your head. You know how important this project is to him."

"I know, _I know_!" Stillwell yelled, stepping into a 'bee suit' of his own. "Is the subject prepped?"

"Of course," van Adder spat.

Stillwell shot van Adder a venomous glance, but didn't waste a second he spent zipping up his suit as he said, "Dr. van Adder, while you may be my superior in age, I'd remind you that Dr. Smythe put me in charge of this project. You'll treat me with the same respect you'd treat him. Do I make myself clear?"

"Crystal," van Adder growled as Stillwell slipped on the headpiece.

"Start recording," the younger scientist ordered. He moved to speak directly into a camera as one of the others turned it on. "Today we're going to attempt a… _radical_ new procedure. We will be using a radioactive isotope to place the transgene inside the subject—what's this, 84?"

A muffled 'yes' came from another of the scientists.

"Subject 84," Stillwell continued. "Or, if you'd prefer, Subject 1 of the new trial. Our hope is that the radiation will help speed up the mutation of the subject's DNA, or rather the insertion of the new trait into its genome, and, due to the size of the isotope, prevent…abnormalities. In other words, additional mutations. So, with that said…let's get started."

Stillwell moved to a table in the center of the room atop which a glass box rested, while another scientist followed him with the camera. Stillwell motioned to van Adder, who handed him a small syringe. He then proceeded to stick the needle through an airtight opening in the box, leaving it just inches above a tiny off-white orb—a spider egg.

Stillwell took a moment to look at the camera again, then focused on the experiment before him, "We will begin in three…two…one— _now_."

* * *

 _I really hope you enjoyed this chapter! Personally, I think it's a bit better than the last, especially since we're finally getting to the meaty (superhuman) plotlines you're waiting for. Anyway, I'd love it if you dropped a review and told me what you think of this chapter and the story as a whole._

 _Onto reviews..._

 _cabrera1234- It's certainly inspired by the movies, but my chief inspirations are the original run (Peter in this story acts kinda like a dick, at least to start out, which mimics his first few appearances in the Lee/Ditko era), Ultimate Spider-Man (my favorite comic book run), and my personal high school experience. As for other love interests, while I'm not sure harem is the right phrase, and Gwen and MJ will certainly be involved, Peter's gonna have a number of girls to contend with. Some you may expect; others not so much. There'll definitely be surprise additions. Just wait. However, don't expect every girl to fawn over Peter, and certainly don't expect him to date everyone he wants to. While I had girlfriends in high school, I got rejected plenty of times, as did most of my friends (and Peter in the original Lee/Ditko run). That's just reality. So, you can expect a fair amount of heartbreak for Peter as well. Good question, though._

 _denyz- Thanks for the compliment and thanks for reviewing!_

 _Sonny Daye- Peter's going to swear as often as I feel is appropriate (vague answer because I don't know how often it'll be lol; depends on the flow of any given conversation). Teenagers cuss a lot in real life (in my experience), and while Peter isn't the sort of kid to rattle off a bunch of F-bombs, he's definitely not afraid to casually use a curse word or two. Glad you appreciate his struggle with depression and anxiety! It really is something that a lot of kids deal with, whether it's a chemical issue for them or not, and something I struggled with in high school (and still do sometimes). Plus, it just feels appropriate for his character, particularly given how he was written by Lee and Ditko._

 _Heart of the Demons- So glad you followed me to this title, and thanks for reviewing as always! I promise you'll enjoy this!_


	3. Growing Pains Part 3

**Web of Spider-Man  
** #3: Growing Pains Part 3  
"Along Came a Spider"

…

 _I miss you, MJ. More than I can express in words. With you, I always felt safe. You helped me move on after my parents died. You made me laugh. It's your fault I've got this stupid sense of humor, haha. Your fault and my uncle Ben's._

 _If you were wondering, Ben and May are doing well. Money is tight, but what's new? They still try so hard to connect with me, but it's difficult, y'know? I love them. I do. But they're not like me. They just come off as…smothering. Could be worse, I guess. Could be Harry. Talk about a bad home life._

 _If you can ever visit, please do. ASAP. I don't know how much longer I can take this. I want to make Ben and May happy, I want to be a good friend to Harry and Al, I want to figure out a way to make it all work out. It's just so damn hard. You fight for a happy ending but sometimes it feels like it's never gonna come._

 _Maybe that's what Jessica was saying. Maybe life's just about the fight. Something knocks you down and you get right back up again. Maybe there's happiness in that, or maybe you can find it somewhere else. There has to be a better tomorrow on the horizon, right? Sorry. I'm corny. I guess some things never change._

 _My very best,_

 _Peter_

…

"Dr. Smythe, Dr. Stillwell's here to see you," came the voice of his secretary through the intercom.

"Let him in," Smythe rasped.

The aging scientist had seen better days. While only in his mid-fifties, Spencer Smythe could have fooled nearly anyone into thinking he was at least thirty years older. Not a single hair sprung from his deathly pale head, and he looked thin enough to pass at any moment.

Farley Stillwell walked through the open door after his secretary with such haste that Smythe knew the young man could offer only bad news.

"Dr. Smythe…" Stillwell began, before his boss interrupted him.

"Sit, Farley," Smythe motioned to a chair across from him.

Stillwell complied, took a moment to compose himself, then said, "Bad news. Subject 84—the spider—didn't survive. We came so close," he began to speak a mile-a-minute, "Unlike the others, it survived for an entire day after it was born without issue, but during the second day…we can do it, sir. I know we can. We just need—"

"—More time?!" Smythe exploded, his calm demeanor suddenly gone. "I don't have more time! The cancer's spread to my kidney. How long do you think I have till it reaches my bloodstream?!"

"…an expert. I was going to say we need an expert," Stillwell admitted, his gaze averted to his boss's desk.

The red in Smythe's face faded. He bit his lip, took a deep breath, and said, "I apologize. I'm…struggling."

"Sir, if you just reached out to Norman Osborn—"

"—No!" His tone controlled but biting, he continued, "Under no circumstance will I go to Osborn for help. He would sweep the project out from under me, embarrass the company, and ruin my reputation! That man is a snake, and he should never be trusted."

Stillwell didn't know what to say. He just stared at his boss, his eyes full of concern.

"Go. Dispose of the subject and move on to the next trial. You will not fail me, Farley," Smythe said.

Without speaking, Stillwell nodded, stood up, and backed out of the room. The instant the door closed after him, Smythe erupted into a devastating coughing fit. When he reached to his mouth to wipe away phlegm, his hand came back bloodied.

He was running out of time.

…

Stillwell looked down at the motionless spider in his hand with the utmost contempt. Like any decent scientist, he knew it wasn't uncommon to fail dozens of times before you reached your breakthrough, but still…84 subjects. He had been sure this was the one.

"Ben," Stillwell called to the janitor, who was cleaning near the back of the lab.

Ben Parker perked up, offering his good-natured smile as per usual, "Yes, sir?"

"Bring me the trashbag," Stillwell ordered.

Ben rolled his housekeeping cart over to Stillwell, allowing the scientist to drop the arachnid's corpse into the trash.

"Pity you're not testing cats. I hear they got nine lives," Ben joked, much to Stillwell's distaste. Noticing it, he offered, "Sorry if the joke was in poor taste. I'm sure you'll figure this out."

Stillwell offered him a slight smile in return, to which Ben gave him one of his own.

"Have a good day," Ben said, rolling out of the lab.

"You too, Ben," Stillwell said.

Before Ben could get too far down the hallway, he stumbled across another janitor, dressed in their standard blue getup. The younger man was a couple inches taller than Ben, but looked about half his size around the waste. Built like a tree branch, long but thin, the dark-skinned man lumbered klutzily down the hall. His hair was curly but cut short, and his gaunt face sported a colorful bruise beneath his left eye.

"Ben!" the other janitor greeted, "Just who I was looking for!"

"Max, your face…" Ben began, his fatherly instincts kicking in.

"Oh, that's—that's nothing," Max Dillon said, brushing him off. "I just…I wanted to thank you for covering me the other night. I know you've got a wife and kid back home, so staying late for me…it means a lot."

"Don't sweat it, bud," Ben said, but he was still caught up with the bruise on Max's face. "You want to talk about anything? Are you and Tanya getting along fine?"

"Yeah, we're…great," Max forced out. "We…listen, Ben, next time we hit a bar, your drink's on me."

"You don't have to—"

"I insist!" Max said. Patting Ben on the back, he began to head back the way he came. "You're a good man, Ben Parker. Let a brother cover you for once."

As the two men parted ways, a tiny blue and red figure crept out from the depths of the trash bag and hopped onto the ground. Its eight legs propelling it forward, the tiny spider escaped its captivity.

Its instincts unexpectedly enhanced, the little arachnid had played dead. Now it was free.

Now everything would change.

…

Harry always struggled to muster the courage to enter his father's office. Silly, right? This was his dad, the man who'd helped raise him, and yet he'd ducked out more often than not, knowing full well that his father hated to be interrupted while he worked. Which in and of itself was ridiculous, because the man never stopped working. He only ever left his office at home to eat, sleep, go to the bathroom, or leave for work.

Still, this was Harry's big opportunity to make something of himself in high school. His father was leaving for a business trip later that afternoon, and with his mother long since gone, he'd have the house to himself. Even the maids took Friday nights off. Harry could throw a party that would knock Midtown High's socks off. All he had to do was make sure his father didn't mind…

Yes, Norman Osborn was _that_ type of father. Absent always, he cared nothing about his son's underage drinking, or what went on in the house while he was gone. All he cared about was honesty. If Harry lied to him, and he found out…the young man shook the thought away.

Harry knocked.

"Come in," came Norman's voice from the other side of the door.

Harry entered the office, a room bigger than even his father's bedroom, and stopped right inside.

"Hey, Dad…I, uh, was wondering if I could throw a party tonight? While you're gone, of course," Harry stammered.

Norman, dressed in a suit with his red hair buzzed short, cocked an eyebrow incredulously. "Do you know who called me this morning?"

Harry instantly knew where this was going. He weakly joked, "Granny?"

"Your principal. He called me to tell me that you got into a fight with another boy. You have detention this afternoon, and if you make the slightest offense you will be suspended," Norman coolly began.

"The kid was asking for it. He was bullying—"

"I don't care what he was doing. I don't care about the boy at all. I care about you. Honestly, Harry, do you want to go to college? Do you want to have a future outside of your trust fund? Grow up," Norman paused for a moment, before adding the stinger, "You could learn a thing or two from your friend, Peter."

Harry bit his tongue. He'd gotten in trouble for helping Peter. Now this…

"I…forget it," Harry muttered, turning back to leave. No point in bringing up the party again. He knew what his father's answer would be.

"Harry," Norman stopped him before he could leave. "Never again, you hear me?"

"Yes, sir," Harry nodded, before leaving the room.

…

"The party's screwed," Harry broke the news at lunch.

To Peter's pleasant surprise, Harry had insisted that just he, Jessica, and Al join him for lunch, so in turn he received a mostly apathetic response from the others. Only Jessica appeared truly upset, although she more than made up for Peter and Al's lackadaisical attitude toward the subject.

"I swear to God, I hate your dad and I don't even know him," Jessica groaned.

"To be fair, you were nearly suspended, Harry," Peter pointed out.

"Saving your ass," Harry retorted.

"I'm not arguing that! I was just saying…I mean, of course he'd react that way. He's your dad," Peter hurriedly added.

"You forgot 'deadbeat.' Goes right before the 'dad,'" Harry grumbled. He leaned back and ran his hands over his face in exasperation. "Would've been king of this school…God, what am I gonna tell everyone?"

"Your house burned down," Al blurted.

Everyone stared at him, incredulous.

"That sounded way funnier in my head," he admitted, slouching back.

Suddenly, as Jessica looked at Al, a light bulb went off in her head. She smiled mischievously, "Wait, Al, don't you have a lake house upstate…?"

Harry's face lit up as he realized what Jessica was implying, and he chimed in, "A freaking huge lake house."

"No. Uh uh. No way," Al spat out, shaking his head, but the cracks in his resolve had already begun to show, "My parents would kill me."

"Oh, come on. We'd help you clean up in the morning," Jessica said.

"Al, you'd be my hero," Harry added.

Equally amused and excited by the idea, Peter said, "Help us, Al-bee-one Kenobi. You're our only hope."

That was the straw that broke the camel's back. Al sighed and muttered, "You know Star Wars is my kryptonite…"

"So…?" Harry pushed.

"Fine. We can throw the party at my lake house," Al said, before adding, "But you're buying the drinks! And no sex in the bedrooms! House rule."

"So you're saying the bathrooms are allowed…?" Harry teased.

Peter laughed as Al gave him a disgusted look, and Jessica slapped Harry's arm, causing him to playfully recoil, "What? I never said we were gonna use 'em!"

…

After school, Al uber'd up to his father's office to ask him about the lake house. Getting up to him was easy-pickings. Confidently and casually asking him for his permission to have friends over to the lake house was another matter entirely.

Entering his father's office, Al tried to keep it together. It became ten times as difficult when his father smiled at the mere sight of him.

"Alistair! How was school?" Spencer said, getting up to hug his son.

Al embraced his father and managed a weak, "It was, y'know, school. So bad."

"Yeah, high school can be tough, but you have to soldier on through. College makes it all worth it, I promise," Spencer said, sitting back on his desk, where a tiny eight-legged figure went unnoticed as it crept down the side toward Al, who had since sat in a chair. "So, what's up?"

"It's just…I was wondering if I could go down to the lake with some friends. Tonight," Al stammered.

"It's a little last second—"

"—We were gonna spend the night at Peter's apartment, but his uncle got all weird about it. It's a whole thing," Al blurted rapid fire.

"You didn't let me finish. I was going to say, it's a little last second, but of course you can have your friends over. Your mother can drive you down and tomorrow, after your friends have left, I'll meet up with you two and we can spend the weekend out there. How's that sound?"

"Fantastic," Al admitted, before realizing the problem, "But, I mean, we're practically adults now, Dad. We wanted to go down alone, have a bro's night out. Harry has a driver's license."

"Harry Osborn?" Spencer said, his happy-go-lucky tone faded somewhat. Al nodded. Spencer continued, "He's a bad influence. Stay away from him, Al."

"He's not like his dad at all. Harry's a nice guy," Al said.

Spencer looked at his son for a few moments, and then sighed. He slipped back around to his desk chair, and when he was seated he said, "Be careful, Al. And have fun."

"Thank you!" Al beamed.

He ran around to his father and gave him a bear hug. Spencer chuckled, but before he could speak he began to cough. Terrified, Al stepped back and watched his dad worriedly.

"I'm so sorry! Should I get someone, or—"

His coughing dying down, Spencer waved his son away, "No. It's just a little cough. I'm fine. …Head on home. You need to get ready for your friends, don't you?"

Al hesitated, worry lining his face, but slunk back toward the door nonetheless. "I love you, Dad."

"Love you, too, Al," Spencer managed.

"See you later."

With that, Al left his father's office. Little did either Smythe know that a spider had snuck its way into Al's backpack, having sought refuge in its darkness.

…

Sneaking up a fire escape to see her boyfriend wasn't exactly Gwen's idea of a good time. What came after? Well, it should have been. Knocking on Flash's bedroom window, Gwen felt a goofy smile come over her face. However, when her boyfriend came into the light to let her in, she immediately noticed his swollen black eye, which effectively killed her mood.

"Gwen, you didn't have to—" Flash began, opening the window.

"My God!" she whispered, stepping into his room and reaching for his injured face. "He hit you again?"

After she gently touched his bruise, he recoiled, saying, "Yeah, well, my dad wasn't exactly hyped to hear I got suspended again. Can you blame him? I fucked up, Gwen. I just—I lost control…"

"No. No, don't blame this on yourself. He hit _you_." She gave him another once-over, before she begged, "Flash, please let me tell my dad about this. He can help you."

Sitting down on the edge of his bed, Flash shook his head. "No. I can't turn my dad in. I can't betray him like that. He…he can't help it. No one will hire him, and he's just…drinking's how he handles that crap. Plus, I'm not exactly making things easier on him—"

"Stop. Stop it. This isn't your fault," Gwen argued, taking Flash's hand in her own.

"Gwen, you don't—you don't get it," Flash looked away, doing everything in his power not to cry. "It _is_ my fault. I'm just…you see how I am at school. I'm such a fucking—"

"You're not your father," Gwen interrupted.

"I'm not saying—"

"You are not your father," Gwen repeated, wrapping her arms around his neck and nuzzling up to him. "You are not your father."

Flash lost control, tears streaming down his cheeks. He returned Gwen's embrace, sobbing, "I'm so sorry, Gwen. I'm so, so sorry."

Gwen shushed him. She kissed his neck, then his cheek, and then his lips. Flash sniffled, and then pulled Gwen in tighter. They didn't kiss again. They didn't speak. The two simply held each other until nothing and no one else seemed to matter.

…

"Run for your lives! I'm an intruder and I'm here to kill you all!" Peter joked as he opened the front door to their apartment. Noticing a woman out of the corner of his eye, he made eye contact with their neighbor three doors down, who stared at him, speechless. Peter blushed and hurried inside.

"Oh no!" May feigned terror from the living room as she looked up from her book.

"I'll cover you, May. Run while you can!" Ben playfully said, rising from his seat.

Peter chuckled, dropping his backpack onto the ground, as he said, "You're dead meat, old—"

"Peter," May interrupted.

Both boys looked at her.

"Your bag," she warned.

"Right," Peter nodded, picking his backpack up.

"Beaten again by your old aunt," Ben teased.

"Excuse me? Who's old, Mr. Fifty-Six?" May cheerfully retorted.

"I think I'm pretty spry for an old guy," Ben quipped as he pulled May onto her feet and wrapped his arms around her waste.

"Whoa, give me a warning next time! Eugh," Peter only half-jokingly heaved, covering his eyes.

His aunt and uncle had a good laugh at his expense, which in turn motivated Peter to head to his bedroom. However, before he made it even two steps further, he stopped, remembering he needed to ask May and Ben about the party.

"Hey, guys…uh, is it safe to look?" Peter asked.

"No one's touching anybody. This is a strictly hands-off environment," Ben teased, holding his hands in the air. May giggled quietly.

Realizing he was in the clear, Peter continued, shifting back and forth nervously, his every word like a cliff to surmount, "So, um, could I sleep over at Al's tonight?"

Ben and May exchanged a brief look before May admitted, "I don't see why not."

"You need me to drive you there, Pete?" Ben wondered.

"Nah. Harry can pick me up," Peter said. He hated lying to his aunt and uncle…but it wasn't entirely a lie, right? He shouldn't worry about it. "Thanks. I'll be in my room getting ready if you need anything."

When Peter had disappeared, May looked at Ben, worried. "He was acting odd."

"He's just at that point in puberty, May. Everything's odd and awkward," Ben replied.

"Do you think he was lying to us?"

"Peter's a trustworthy kid. I wouldn't worry about it," Ben said.

Sitting back down, her book in hand, May retorted, "If you insist. But when this blows up in our faces, you're dealing with the consequences."

…

"This is fucking lit!" Al cheered, accidentally spilling his beer on his shoes. He paid it no mind.

The party was, in the words of Peter's uncle, popping. Al, Harry, Jessica, and Peter had set up strobe lights, beer pong tables, and speakers all over the two-story lake house. It seemed like half the school had shown up for the party, but Al didn't mind at all. Nor did he care about the vomit in the houseplants or the streakers outside. Ordinarily, Al would have been an angry mess, but now? The chubby teen couldn't stop smiling.

Peter, on the other hand? Despite his initial excitement, it took him just one sip to recognize beer wasn't his thing, and he quickly realized that without alcohol parties lost their spark. Not that he had much experience, but still…

"You see Harry and Jessica?" Peter had to yell over the EDM.

"They're making out over there," Al excitedly said, pointing to a corner of the dance floor.

"Gross," Peter muttered, his chest quickly tightening. Maybe if MJ was here…why couldn't he stop thinking about her? She hadn't responded to him in years. Peter tried and failed to shake those thoughts away. Looking for an escape, he said to Al, "You need anything? A water?"

"Dude, I am fantastic!" Al said.

"Right, but you should probably—"

"WHOO!" Al hollered, running onto the dance floor to break out his best robot.

Ordinarily this would have been downright hilarious to Peter, but he couldn't shake the gloomy feeling inside him. His body had begun to feel heavy. To make matters worse, someone bumped into him and spilled their drink all over his clothes. Peter looked up into the apologetic face of Hobie Brown.

"Shit, I am so sorry, man!" Hobie said. "Let me get you like a towel or—"

"Don't worry about it," Peter grumbled, "Really, I'll…you're fine."

"You sure?"

"Positive."

Just as Peter was about to go search for an open bathroom, he felt himself get tugged toward the dance floor.

"Bro! Dance. Now," Al demanded.

"No, Al, I really—"

"Have fun!" Al pushed him into the mosh pit.

Peter got caught between two grinding couples. That's when the panic hit him. The walls and people felt like they were closing in around him. His heart pounded to the rapidfire beat of the EDM. He felt lightheaded, like he was about to faint. Not now, not now, not now, not now…

"Yo, are you okay, man?"

"Dude, I think this guy is tweaking."

"I want what he's on."

Peter threw everyone aside, much to the dancers' ire. He had to get out of here. He couldn't breathe. Couldn't breathe, couldn't—

Escaping the crowd, relief washed over him like a gentle breeze. Someone tried to say something to Peter, but the world still felt far too small for his comfort. He ran as quickly as he could upstairs, muttering something he hoped was, "Need a breath of fresh air."

He tried the two upper bathrooms, but both were taken. Each time, Peter saw things he wished he could erase from his memory. He checked Al's parent's bedroom and found himself truly scarred for life.

"Five people…how the hell…?" Peter whispered to himself, hurrying down the hall to another room.

Having learned his lesson, he knocked on Al's bedroom door. Nobody responded. Silently praying for a better outcome this time, he opened it and found…no one. He breathed a sigh of relief and closed the door after him. Peter felt all the tension leave his body as he lay down on Al's bed.

He didn't feel, in Al's words, 'fantastic,' but at least he wasn't anxious anymore. Still, why couldn't he just manage basic social interactions without losing it? He couldn't bring himself to dance, to talk to anyone he didn't know, or even to drink to make it all easier. What the hell was wrong with him? Didn't he want to be happy?

Peter sighed and produced his phone from his pocket. He took a selfie. Maybe this would be the self portrait that…

No. Yet again, it looked…wrong. He looked wrong. This wasn't him. Peter wasn't his depression, his anxiety, his emotional turmoil. Deep down, he knew there was a happy, confident man waiting to break out of his shell.

Peter tossed his phone to the side and closed his eyes. Maybe when he woke up, everything would be better. Maybe he'd be a new man.

' _Like hell,'_ Peter sadly thought.

Meanwhile, in the darkness of the closet, the spider scurried out of Al's backpack.

…

Downstairs, another rather unexpected visitor entered the lake house. Flash Thompson, followed by Gwen Stacy, walked right in and searched for the drinks. While he poured himself half a solo cup of tequila, his teammate and friend, Kong, caught sight of him and walked over to greet him.

"Wassup, Flash—" he quieted, noticing his eye. "Yo, man, you okay? That's a sick nasty bruise."

"Yeah," Flash downed half of his drink in one go. He cringed at the taste, before finishing, "I'm great."

"Flash, you should slow down," Gwen said.

"It's a party, Gwen. Cut a little loose," Flash retorted.

Gwen scowled and said, "I'm gonna find Jessica."

"What? Boo, I was only joki—"

But Gwen had already left. Grunting in derision, Flash finished his drink and began to pour himself another.

…

Almost an hour later, Flash, now in a drunken stupor, went to look for Gwen. He stumbled this way and that, bumping into partygoers. At last, he found her near the dance floor, talking to Jessica and…

" _Osborn,"_ Flash growled, eyeing the red-haired boy.

"Yo, First Class, you trying to steal my girl?" Flash called over the speakers, but he didn't get just Harry's attention. Everyone nearby turned to see what was going on.

Harry rolled his eyes. "I have a girlfriend, Flash."

"Yeah, well, you don't stand a chance anyway, bro," Flash slurred, stumbling toward them.

"Flash, come on, I'm going to get you some water," Gwen tried to usher him away.

Flash shrugged her off. He pointed at Harry. "This rich asshole got me suspended. He and his boyfriend put dope in my backpack. You know that could cost me my scholarship, Osborn? You know what that costs me at home?!"

"You're really drunk, man," Harry said, trying to calm him down, but that didn't help. In fact, it irritated Flash that much more.

"Shut up!" Flash swung at Harry, but he ducked under the blow.

"FLASH!" Gwen yelled.

Someone screamed, "FIGHT!" and a crowd began to form.

"Try that again, _Eugene_ , and I'll deck you," Jessica threatened.

"Stay out of this," Flash growled, lumbering forward.

"Please. I don't want to fight you…" Harry begged.

"Gonna teach you how the real world works, First Class. Eye for an eye…" Flash growled, raising his fist.

"STOP IT!"

Before anyone could throw a punch, Hobie Brown stepped between the two boys. Flash blinked twice, unable to immediately recognize the boy in front of him.

"Brown…? Get out of my way," Flash demanded. "This ain't your fight."

"Actually…it is," Hobie admitted. "I'm the one who put the pot in your bag."

"You…what?" Flash muttered.

No one would ever find out what would have happened next, because before anything more could be said or done, somebody near the front door screamed, "COPS!"

It was chaos. Teenagers scrambled away in every direction. Jessica grabbed Harry's hand and pulled him toward an open window. Gwen led Flash to the back door. Al went nowhere, as he lay passed out on the grass outside.

…

The commotion woke Peter. He opened the door to find out what was going on, only to discover police officers storming into the house, yelling. He shut the door without even thinking about it. Panicked, Peter looked around the room for a way out. The window…?

He tried it—locked. Worse, it was really high up. The Smythes had bought one hell of a lake house.

Where to hide? Where to hide? Where to—

Peter spotted the closet. He could hear footsteps outside the door. With nowhere to go, he ducked into the closet and shut it after him.

Just seconds after he'd hidden himself, a female police officer entered the room. Peter slowed his breathing. His heart felt like it was going to burst. Silently, the spider snuck up his pant leg all the way to his arm.

The police officer scanned over the room. The spider slunk down Peter's arm. He resisted the urge to scratch at the itch on his hand. The cop looked at the closet. Peter held his breath, shaking in terror.

Surprised by the constant movement, the spider _bit_ him.

"AGH!" Peter screamed. He slapped at his hand, smashing the spider, as pain coursed through his body.

The police officer smirked and opened the closet door. Peter, terrified and in pain, put his hands in the air.

The cop grinned as she said, "Nice try, kid."

Peter bit back tears. This was it. This was how he died.

* * *

 _Finally getting to the really fun stuff. Hope you all enjoyed it. For me, the party scenes in particular were fun to write. Everything else before those...meh. Not my best work, I think. Onto reviews (and, oh boy, there's a lot of 'em)..._

 _Heart of the Demons: Thanks, as always, for the review! I'm really glad Peter's inner struggle is interesting. It's really what's driving the story so far for me._

 _Sonny Daye: Other heroes will appear...eventually. Not sure exactly when or where, but for the immediate future it will be Spidey-centric. Because I'm trying to ground the title, I'm treating superheroes like celebrities. Y'know, you might stumble across one in, say, LA, but it's not the sort of thing that happens very often. Same with heroes and NYC, especially since there aren't many street level heroes in-universe just yet._

 _guest: Sorry, not much more on MJ in this chapter. We'll get to that in due time. Keep reading!_

 _midjet156: I'm so glad you're enjoying this! Sorry to hear about your experiences. That's really what Peter's great for: exploring the everyday troubles people go through. I hope you stick with this title!_

 _Guest: Thank you so much! I'm so glad people are enjoying this. AHHH! This is exciting!_

 _'Til next time, guys._


	4. Showboat Part 1

_So, this is a long time coming. Good news is I've developed a backlog of issues, so you can expect consistent releases in the near future. In fact, because this issue is so short, and to celebrate the new movie, I'll release #5 on the 6th! Anyway, enjoy this issue, and please drop a review if you feel inspired to!_

* * *

 **Web of Spider-Man  
** #4: Showboat Part 1  
"Power"

…

"Please," Peter mumbled, his hands in the air, the room seeming to spin around him, "Don't shoot me."

The police officer—one officer Jean DeWolff—smirked, amused. "Relax. I'm not gonna—"

Peter promptly collapsed, interrupting her. That instantly killed her mood. Kneeling down to check his pulse, the cop looked him over. Peter blinked dazedly, his eyes glossy and his skin ghostly pale. Thankfully, his heart beat at a steady rate.

"Hey. Hey, kid, talk to me," she urged.

However, Peter couldn't bring himself to respond. As a fever rapidly came on, his eyes rolled back in his head and everything faded to black.

…

"The good news is Peter appears to be perfectly fine. The bad news is we have no idea what happened to him," explained the doctor to Peter's aunt and uncle outside of his hospital room. "While we found some spider venom and alcohol in his bloodstream, it wasn't a particularly potent amount of either. Our best guess is he had an extreme anxiety attack, in which case it may have just been a temporary result of that admittedly high stress situation."

The boy in question had woken up half an hour ago after a nearly twelve-hour stint unconscious in the ER, and was being cleared by a nurse in his room. As the nurse checked his blood pressure, Peter slipped his glasses into his pocket. Oddly enough, when he'd awoken, he'd found his vision had improved drastically. He'd asked the nurse to prepare an eye exam, which he passed with flying colors. He figured it was likely just temporary, although he couldn't even hypothesize as to why his vision had improved at all.

Deciding not to mention this to his aunt or uncle just yet, he looked over in their direction, only to meet his aunt May's grave gaze. Peter quickly looked away, ashamed with the whole situation. His head buzzed uncontrollably as if he had an alarm clock ringing inside his brain. Product of a hangover, maybe? But he hadn't had much to drink at all.

"Thank you," May replied to the doctor, sending him on his way. She turned to Ben, and crossed her arms. "There have to be consequences for his actions. God, I…I warned you, Ben."

"I know. I'm sorry," Ben gently clasped her arms in assurance. "I trusted Pete, but now…" He sighed. "To be fair, we weren't up to much better when we were his age."

"We never ended up in the ER," May argued.

" _You_ never ended up in the ER," Ben only half-joked.

"For God's sake." May shook her head, then entered the hospital room as the nurse exited it. She immediately headed for Peter, who slid off the bed to greet her. "Hey, sweetie. How are you feeling?"

"Better," Peter admitted.

"Where are your glasses, champ?" Ben wondered, looking around the room for them.

"Uh, right here," Peter stammered, producing them from his pants pocket. He slipped them on, and tried not to make a big deal out of the fact that wearing them gave him a massive headache.

Although he couldn't quite make it out, Peter could tell his aunt was giving him her best scolding stare as she said, "You're in hot water, mister."

The teen rolled his eyes, but nodded nonetheless. "Figured as much."

"You're grounded for two weeks. No videogames, no—no playdates with Harry, and certainly no more parties," May continued.

"I'm not five. I don't go on 'playdates' anymore," Peter pointed out. Upon his aunt's look, he apologized, "Sorry…yeah, I hear you. But I'm telling you I didn't have more than like two sips of beer."

Ben chuckled, leading the way out of the room, "Tastes like urine, right?"

"Understatement of the century," Peter muttered, massaging his forehead.

…

During the car ride home, Peter slipped his glasses onto the bridge of his nose so he could check his phone, discovering a number of missed calls and messages from Harry, who wanted to make sure he was okay. He sent him a selfie, visual proof of his health, with a small message, but left out the part about the hospital. However, oddly enough, Peter couldn't lift his finger off the screen after sending the text. Once, twice, on his third try he managed to raise his finger with a pop right as he received Harry's response.

Peter brushed the experience away, assuming he'd gotten something sticky on his hand in the hospital. Only his finger didn't feel sticky…

Anyway, Harry explained he and Jessica had gotten out alright and spent the night at her house. Peter resisted the urge to ask about that, instead going with:

 _U heard from Al?_

Harry's immediate response: _No. He's gotta be screwed tho._

Peter closed his phone, frowning. As frustrated as he was about his situation, Al had to have been worse off. After all, he was the one who'd thrown the party.

Poor guy…

…

"What were you thinking?!" Spencer Smythe stood up from bed with the intention of getting into his son's face, only to nearly stumble to the ground, overcome with motion sickness.

"Dad, take it easy," Al hurried over to his side, helping him back in bed. His mother, Betsy, a lanky graying brunette of fifty propped him up with pillows. "I'm sorry, okay? I just…I don't know. I don't know what I was thinking."

"You weren't. That's the problem," Spencer muttered, embarrassed at his own weakness.

"Relax, honey. I'll handle this," Betsy assured him. Spencer shrugged, leaving her to continue, "Alistair, alcohol—"

"Is bad for you, I know," Al interrupted.

"Let me finish," Betsy said, causing him to shrink back even further into himself, "Alcohol can be used safely and responsibly, but not until you're of age. There's a reason the legal drinking age is 21. By that point, your brain's done most of its developing. The long term consequences are less severe."

Al nodded, choosing not to respond initially. He agreed with them. He'd known the risks when he'd drank last night. But his parents didn't really understand. His parents had never been the partying types. They'd never been particularly social. His father had been raised to study and do nothing but, while his mother had been motivated from a young age to escape poverty. They didn't understand his desire to, just once, be _seen_.

Frankly, he doubted they ever would.

"I'm sorry," Al moped.

"It's okay, sweetheart. Just…be careful next time. Think things through," Betsy urged.

"Yes, ma'am."

…

Shortly after returning home from the hospital, Peter wandered glasses-less into the kitchen for lunch. His aunt and uncle had gone out on a grocery run, leaving him to fend for himself. His simple solution? A peanut butter-and-honey sandwich, carrots, and a glass of apple juice. Was it childish? Maybe, but man, did it hit the spot.

After spreading the last of the peanut butter, Peter tried to set down the knife. Emphasis on _tried_. It stuck to his fingers. He waved his hand around, trying to drop the utensil, but couldn't. He tried to pry it free with his other hand, but that one in turn got stuck.

"Oh, c'mon," Peter grumbled. He looked like a samurai with a mini katana. The sight would have been hilarious, if it wasn't so frustrating.

Annoyed, Peter walked over to the sink and elbowed on the hot water. He ran his hands under the stream, although it didn't do anything to help. And there was that buzzing in his head again. Peter sighed and continued to try to pry his hands free under the water, only to have to jump back upon its sudden rise in temperature. Somehow, in his attempt to avoid the scalding hot water, he'd freed the knife from his hands, sending it clattering to the ground.

After clasping his hands together and discovering they felt normal, he turned off the faucet, but in turn discovered he's stuck his hand against it. He ripped it free…in a sense. The handle got torn off, too, sending out a small geyser of water that sprayed him from the waste up.

"Son of a—" Peter reached for a dish towel and used it to clog the leak.

Then, with a deep breath, he managed to drop the metal handle on the kitchen counter. He eyed the knife on the floor cautiously, then nudged it with his naked toes. It stuck. He kicked his foot up, launching the knife right into the ceiling. Someone on the floor above yelped.

"Sorry! Sorry," Peter yelled back.

He looked down at his hands, realization dawning on him, then glanced back up at the knife. He crouched down, and, after taking a deep breath, leapt up, managing to snag the utensil from the ceiling. The only issue? He hit his head on the way up, having jumped far higher than he expected.

"Are you trying to tear the building apart?!" screamed the tenant on the upper floor.

"Sorry!" Peter shouted again, massaging the bump on the back of his head.

His gaze fell back to his hands, then, after a few moments, to the wall. He placed one hand on it, then another. Slowly but surely, he began to climb up the wall all the way to the ceiling. Before too long, he'd positioned himself upside down on all fours, gravity trying and failing to drag him to the floor.

Utterly amazed, all Peter could manage was, "Whoa."

* * *

 _I hope you Ultimate Spider-Man (comic) fans enjoyed that homage._

 _Thanks to the many reviewers who took time to leave your thoughts. It means the world to me!_

 _..._

 _Heart of the Demons: Glad the letter had the desired effect! It was my cheap way of developing Peter, while also dropping exposition in a hopefully unique, emotionally resonant way, haha._

 _midjet156: Again, sorry to hear about your experiences. The journey you mentioned-growing past that cycle of hatred and finding loved ones-is one Peter will certainly go on throughout this series. In fact, it's where the title got its name. 'Web of Spider-Man' is not only unique in terms of titles found on this site, it also refers to the web of people, good and bad, that Peter/Spider-Man develops. This story is about personal relationships and growth just as much as it's about spectacular adventures, if not even moreso. It's immensely personal to me, and the sort of grounded, fun, dramatic narrative that stays true to the source material, while also being a powerful story in its own right ._

 _PraetorFable: Thanks for reviewing! I'm so glad you're enjoying the title!_

 _Sonny Daye: Yeah, this note definitely got cornier than the others. That was intentional. As for Smythe, he looks older than he is. He's got youthful eyes, but otherwise looks like a weak, old man, which is really sad considering he's in his early-40s. Honestly, Peter got bit in Al's house for two reasons. 1) it's different, and 2) it provides a background that's natural for the story, while also freeing Peter from the restraints of being ID'd by the owners of a lab a la Ultimate Spider-Man._

 _Superspartan117: Thanks for the review!_

 _Centrinity86: Definitely got long term plans for this story. It should-if everything goes according to plan-at least last until he graduates from high school._

 _Kineil D. Wicks: I'll make sure to tow the line between excessive "R-Rated" dialogue/action and a more traditional PG-13 handling of the story, but you can expect it to push the boundaries a bit in that regard. I'm really glad you like Alistair. He's really come alive on the page, and has quickly become one of my favorite characters to write. Moreover, he'll play a hugely important role in this story._

 _cjoscarmeloreo: Yeah, it bothers me, too, when Peter never develops as a character. That habit's rampant throughout this site. Sure, Peter's a nice guy deep down, but he's prone to dickishness, particularly at the outset of his origin. Glad you're on board with that._

 _boysa boysa: So glad you checked this out! Thanks for being a consistent reviewer!_


	5. Showboat Part 2

_A/N: Happy Homecoming Eve! Enjoy the chapter!_

* * *

 **Web of Spider-Man  
** #5: Showboat Part 2  
"Responsibility"

…

"This better be good. I've got like six Pre-Calc assignments to catch up on," Harry said, taking the steps of the apartment complex two at a time.

"You'll thank me later," Peter replied, leading the way onto fifth floor. "Also, if my aunt asks, we're working on an APUSH project."

"I'm not even in APUSH," Harry pointed out.

"She doesn't know that," Peter said with a sly grin.

After unlocking the door to their apartment, Peter led Harry through the kitchen and into his bedroom. On the way, they ran past May, who greeted the redhead with a simple, "Harry! How are you?"

"Great, Mrs. Parker. How's your book coming along?" Harry asked.

"Sadly, not all that well. Had a bad case of writer's block for the last—"

"Sorry to interrupt, May, but we have a lot of work and not a lot of time to do it, so…" Peter's voice faded off as he tugged on Harry's sleeve, pulling him away.

"Let us know if you need anything!" May called.

"Thanks!" Peter yelled back, shutting the door after them.

Harry leaped over onto Peter's bed, landing with a thump, then motioned his friend along. "So, what's up? You said you had something important to show me?"

Peter grinned, tossed his glasses aside, and took a step back. Wordlessly, he flipped up onto the ceiling, sticking to it with both his feet and hands. Harry watched him, slack-jawed, at a loss for words.

"Pretty cool, right?" Peter said.

"How…you're a mutant?" Harry mumbled, dumb struck.

"I don't think so." Peter dropped back down to the ground, landing effortlessly on his feet. "I mean, maybe. Thing is, I got bit by this big ass spider at the party. Totally zonked out."

"And you woke up with super powers," Harry nodded, lost in thought, "You _can_ climb on walls." He paused, then looked up with a crooked grin. "Have you, y'know…peed white?"

Peter smirked. "I can't pee webbing, no."

"And have you jacked off? Seen if you—"

"Jesus, Harry, I can't—I can't make webs. End of story," Peter stammered.

"Well, that's something to work on," Harry said.

Silence fell over the two of them for a few moments. A thought lodged itself into Peter's mind. He couldn't shake it. In fact, he didn't want to. As a smile crept over his lips, he nudged his friend.

"Hey, my aunt won't check on us for at least an hour. You wanna…?" Peter motioned over to the window.

Harry grinned. "Hell. Yes."

…

Peter dry swallowed. He took a deep breath, trying and failing to muster courage. Eyes on the twenty-foot gap between the apartment complex's roof and the small office building next door, he shook his head.

"Uh uh. No way. I can't do this," Peter said.

"C'mon. Have some cajones. Jump," Harry pushed, his smartphone raised, recording.

"You're not Snapping this, right?" Peter asked.

"Nope. This is just for you and me," Harry agreed.

"Okay. Okay," Peter tried to hype himself up, "I got this. It's not that far. Think hardcore parkour, hardcore parkour…"

He backed up to the edge of the roof, then sprinted forward, quickly picking up speed.

"HARDCORE PARKOUR!"

He pushed off with both feet, only to catch his right ankle on the raised edge of the roof. That instantly flipped him over the edge, dropping him down a path toward pavement and a pancake-shaped future. His head buzzed like crazy, drowning out Harry's screams. Survival instincts kicked into overdrive, Peter reached out to the wall of the apartment complex, managing to skim it with two of his fingers. They stuck to it for a split second, flipping Peter so he was hanging feet first, before they gave way, tearing off paint. In a last ditch effort, Peter contorted his body so that he could kick off the wall with his sneakered feet. That sent him soaring toward the office building where he managed to stick the landing, literally.

As Peter took a deep breath to calm himself, Harry looked down over the edge and sighed in relief.

"Oh, thank God. Are you alright?"

Peter shouted back, "Yeah! Just a little shook. Did you get any of that?"

It took Harry a moment to remember he still had his phone in his hand before he looked down at it, chuckling as he shook his head. "I was a little distracted by you plummeting to your death."

Peter laughed, "Fair enough."

Then, with the utmost ease, he crawled up to the roof of the office building and looked back over at Harry. Oddly enough, his near death experience had given him confidence. If he could survive that, then certainly he could make the jump.

"I want to try it again."

"Be careful, man," Harry replied.

"Yes, mother," Peter teased, backing up.

This time, he didn't trip. Peter leaped off the roof and over to the apartment complex. Better yet? He landed a dozen yards onto the roof well past Harry. There was no doubt in his mind he could make considerably longer jumps.

"YES!" Peter yelled.

"Dude, check this out." Harry ran over to Peter and showed him the footage of his jump. "You've got freaking superpowers!"

"FUCK YES!" Peter cheered, pumping his fist into the air.

Half an hour later, Peter had pushed himself to his limits. He'd leaped dozens of roofs, flipped his way between walls, and done acrobatic maneuvers off air vents. For all his lack of training, he looked like a professional athlete. One with superpowers, no less.

In all that time, Harry recorded him half a dozen times and took countless pictures. One of the photos in particular stood out to Peter, who looked it over as he sat on the edge of the roof. The aforementioned image had been taken by Peter with Harry's phone: a selfie that zeroed in on him soaring through the air, a toothy grin on his face. However, because the background was all sky it was unclear exactly how high up he was. For all intents and purposes, Peter could have been on ground-level, jumping at a completely normal height.

"Could you text me that pic?" Peter asked, handing the phone back to Harry.

"Yeah, no problem," his friend replied, completing his request. "Done."

"Thanks, man," Peter said, cloud-gazing.

With the breeze gently caressing his skin and all of New York stretched out before him, Peter felt at peace. Happiness like this rarely lingered. He treasured the moment, etching it into his memory.

It didn't get much better than this.

…

By this point, Peter realized whenever his head buzzed it was a sign of bad things to come. Danger more likely than not. In this case, the danger was his aunt and uncle, who awaited his return in his room with their arms crossed and the sort of disapproval in their eyes that could make a grown man cry.

"I can explain," Peter began, only for his uncle to interrupt him.

"Don't," Ben demanded, then looked at Harry. "I'm sorry to ask this, but could you leave, son? We need to have a talk with our nephew."

Harry silently nodded, grabbed his backpack, and gave Peter a reassuring look before he left the room. Meanwhile, the oh-so-screwed teen straightened his posture and prepared for the verbal bout to come.

"We were working on the roof—" Peter lied.

"Stop it! Stop lying to us," May blurted, overcome with emotion.

Peter was a bit taken aback, caught somewhere between guilt and anger, but managed to bite back a retort. Ben motioned him over to his bed where he sat down. His aunt and uncle sandwiched him between them. He struggled to decide which one to look at, so instead he allowed his gaze to fall to the floor.

"What you've done," Ben began, his voice steady but firm, "Not just to disobey us, but to lie about it, is completely unacceptable."

"Peter, you're better than this. You know you can talk to us. Is something going on?" May asked, genuinely concerned.

Peter didn't reply, his eyes darkening.

"Son…" Ben placed his hand on Peter's shoulder, only for the boy to shake him off.

"Don't call me that," he spat, but instantly regretted it.

"Peter," Ben continued, hurt, "I know—we both do—that this is a trying time in your life. High school's difficult for anyone, let alone someone who's already gone through as much as you have. Your friends, your hobbies, even your identity can change in a split second. Within the next few years, you'll have to decide what type of man you're going to become. And for someone like you, someone with so much talent and potential, it can be a difficult choice."

He paused for a moment, exchanging a look with May, then said, "You're already smarter than your aunt or I ever was. Heck, we stopped helping you with homework when you entered the seventh grade. So I understand…it can be difficult to relate to us. To trust us. But please, hear me when I say that you can do better than this. Not just in your relationship with us, but your whole life moving forward. I know you're going to be a great man, but whether or not you're good, that's still up in the air. That's up to you."

"We love you, Peter, and we believe in you with all our hearts. That's why we're having this talk. And if you won't listen to us, to me, then maybe at least you'll respect your father," Ben said.

That caught Peter's attention. He met his uncle's gaze, allowing him to finish.

"My brother, he had a saying. Words he lived by. With great power there must also come great responsibility. I'd…I'd like you to think about that," Ben finished.

He stood up. May took a moment to look over Peter, as if in search of a crack, a hint of pain. The sort of vulnerability Peter tried to hide from them most of all. After failing to find anything in his stoic gaze, May got up and followed Ben over to the door.

"You'll have plenty of time to think it over. We're extending your grounding to a month," Ben explained.

"What?" Peter protested, but his aunt and uncle had left his room before he could get more than a word out.

Great power and responsibility? Great piece of bullshit, more like. Peter wasn't Captain America. How the hell did his uncle expect him to be responsible for anyone else when he struggled just being responsible for himself?

Peter collapsed back onto his bed with a sigh and held up his phone. A text from Harry stared back at him. It was _that_ picture. The selfie. Peter felt a grin come on as he opened the message. Then, with a few clicks, he dropped that image into his portfolio and sent the whole shebang to the Crier's email.

If nothing else, at least he had a damn good picture under his belt.

…

Late that night, as his aunt and uncle slept, Peter snuck out and up the fire escape in gym clothes. After making his way to the roof, he steadied himself with a few deep breaths, then backed up to the edge. He shot forward as if fired from a rifle, and sprung off his feet, leaping over to the adjacent office building. From there, he travelled from roof to roof with an enormous grin plastered on his face.

This was the most alive he'd felt in a long time. This was who Peter really was. All joy and passion, his depression lost like his voice in the wind…

"WOOHOO!"

…

Beneath the steady thumping of Peter's shoes, in a rundown apartment complex, Max Dillon scrambled back against the electric blue wall of his home.

"I'm sorry, baby. I didn't mean nothing by it," he stammered.

Marching ever closer with murder in her bloodshot eyes was his girlfriend, Tanya, a stocky woman who stood half a head shorter than him.

"You call me lazy, then say you meant nothing by it? What, do you think I'm stupid?" Tanya roared, slapping him.

Max recoiled, unable to look her in the eyes. "N-no. No, I don't—"

"Stop lying to me!" Tanya smacked him again. "Do you think I'm stupid or lazy?"

"Neither! Neither, I swear to God!" Max yelled, crouching down into a protective ball.

"Look at you," Tanya said derisively, glaring down at him. "Get your pansy ass up off the ground."

Max did as he was told, but continued to shrink back into himself. Tanya grabbed him by the chin and forced him to look at her. When she spotted the bruises she'd left on his face, her eyes instantly flooded with concern.

"Oh, honey. What did I do? I'm so sorry," Tanya pulled him into a tight embrace. "You know I love you, babe. I only do this because I want to keep you honest."

"Of course."

"C'mon, hug me," Tanya demanded, her voice fierce again.

Max paused, then slowly crept his hands up the small of her back. For a moment, he considered the idea of wrestling her to the ground. Wrapping his hands around her neck and wringing her dry. Squeezing, squeezing, until there was nothing left, but—

"Tell me you love me, babe," Tanya gently whispered.

Max dead-eyed a spot on the wall where the blue wallpaper was beginning to peel as he said, "I love you, babe."

* * *

 _So...there's some of the darkness I was talking about in the author note after issue 1. Hope it doesn't throw y'all off. Please drop a review if you feel so obliged!_

 _Heart of the Demons: Thanks for reviewing!_

 _boysa boysa: Absolutely cannot comment on Al, other than to say he'll play a large role in the story._


	6. Showboat Part 3

_So...Homecoming was awesome! Totally loved it! (Side note: the inclusion of the dance as part of my story was outlined months ago. I have a backlog of issues written from before the movie came out.) Anyway, please read and review._

 _Also, I have a serious question for you guys. Would you prefer I write shorter issues like this one for WoS, but put them out on a weekly basis, or continue my longer issue (with rare exception) trend where they generally come out between 2-4 weeks apart? Please leave your response in the poll on my profile._

* * *

 **Web of Spider-Man  
** #6: Showboat Part 3  
"What's in a Name?"

…

The following Monday, before classes, Peter found himself crouched behind his locker as per usual, concealed from those who passed through the hallways of Midtown High. On the bridge of his nose rested his glasses, the lenses since replaced with a non-prescription pair. Better not to draw attention to his change just yet.

Flash Thompson trotted down the hallway with his friends and spotted the open locker door. Truthfully, he expected to find Peter behind it, but decided to kick the door closed despite that fact. This time, however, Peter saw it coming—or rather, he felt it coming.

His head buzzing, Peter instinctively lashed out at his locker door, slamming it out and against Flash's leg.

The athlete grunted in pain, and raised his fist, ready to slug Peter in recompense. "What the hell, Parker?"

Peter was shocked, to say the least. He'd reacted without thought. His...spider sense? A bit cheesy, but why not? His spider sense had not only warned him of the threat of Flash's impending kick, but instinctively motivated him to protect himself.

"I'm—I'm sorry," Peter muttered, standing. If it came down to it, could he fight Flash? Moreover, could he win? He'd pushed the locker door much harder than he'd anticipated. If he could jump across roofs, he was certainly a lot stronger than before.

"You're not worth it," Flash grumbled, walking away, although in truth he was trying to be better. After the incident at the party, he'd actively decided to avoid altercations.

Peter frowned. He didn't know what was more surprising: his strength or Flash's newfound sense of mercy.

…

"Homecoming. Dates. What are your plans?" Jessica asked at lunch, sitting down across from Peter and Al before even Harry had arrived.

"Hrmcrming?" Al muttered through a mouthful of cafeteria pizza.

"It's in, like, a few weeks. The whole school's buzzing about it," Jessica looked between the two geeks, both of whom were offering similar clueless stares, "You can't be serious."

"Not to be _that_ guy, but Al and I aren't really—" Peter began, only for Jess to interrupt him.

"Don't say it. Don't finish that thought. You're both going," Jess stated.

Peter and Al exchanged a look. The chubbier teen swallowed what remnants of pizza remained in his mouth, then shrugged, "The party was fun. Why not?"

"We've never been to a dance. I mean, how are we gonna get dates?" Peter asked.

"Leave that to me," Jess said.

Peter blanched, his mind racing to the worst case scenario: what if she couldn't get anyone to be their dates? What if no one would be _his_ date? "No. No way. We can't ask you—"

"Let the girl do what she wants," Al interrupted. "Listen, I'm not picky, Jess, but if you could find someone who's got an actual personality, that would be fantastic."

"Trust in me," Jess said before playfully declaring, "Wingwoman is on the job."

Harry popped up behind his girlfriend and sat down beside her, "What did you guys get yourselves into?"

"I'm about to save the day," Jess retorted, her tone as light as ever.

Peter couldn't have looked more afraid if he tried. "She's gonna find Al and I dates to Homecoming."

Harry snorted, "Good luck."

Jess slapped his arm without restraint, causing him to recoil. "Harry!"

"Joking! I'm joking," Harry protested.

He and Peter locked eyes for a moment. After years of friendship, they could communicate without words. Harry could tell Peter was dreading this whole proposal, but he tried to encourage him with a look. It didn't work.

"It's gonna work out," Harry assured him, causing Peter to roll his eyes.

"Damn straight," Jess agreed.

Oh boy. As if Peter needed more on his plate. Hoping beyond hope that this would work out, Peter ate his lunch, dreaming up scenarios where he'd end up with Gwen. Psh. As if. The only thing more unlikely than getting bitten by a spider that would give you superpowers is an unattractive nerd like Peter getting a date with Gwen Stacy.

Peter smirked. His odds weren't that bad then, right?

…

After school, Peter stopped by the computer lab for the first Crier meeting. As it turned out, he was by far the oldest newcomer there, which didn't exactly bolster his confidence. Hey, he bet none of the others had superpowers. That was something to be proud of, he half-jokingly thought.

The meeting opened with Ned Leeds introducing himself and the rest of the editors, none of whom proved all that memorable. Oddly enough, the staff writers and photographers didn't appear to be present. He could only wonder why.

Finally, it came time for final portfolio submissions. When Peter's name was announced, Ned smiled at him and listed, "Already submitted."

Peter glanced away, his social anxiety spiking, but smiled nonetheless. At least Ned liked him. That had to count for something.

After finishing the submissions, Ned continued, "Alright, guys, this will be by far our shortest meeting. I want to thank you all for showing interest in the Crier. We'll get back to you about your submissions and roles by Saturday. May the best newsmen and women win."

No pressure, Peter thought.

…

Peter was surprised to discover Harry awaiting him outside the computer lab.

"Want a ride?" Harry asked.

"Sure," Peter agreed, "Thanks, man."

After settling down in Harry's car, Peter addressed the elephant in the room, "So, not to sound ungrateful, but this is unusual. What's up, man?"

"I'll be completely honest. I want your help. I've got this crazy idea for how I'm going to ask Jess to homecoming, and—"

"I'm in. You know I've always got your back," Peter offered, smiling. "What do you have in mind?"

"Thanks," Harry replied, then rambled, "So my thinking was I could do it at the next home football game. I'd pay some of the cheerleaders, and at half time you and I, we'd go down there, they'd do this cheer with me to ask her, and you'd hold up this kickass sign, and it would be glorious."

"Try to a sound a little more enthusiastic," Peter teased. "But for real, that's awesome. I'm so down to help. You're gonna make the sign?"

Harry nodded, grinning. "All those art classes better pay off."

"Dude, shut up. You've got a gift," Peter said.

Harry shrugged, admittedly nervous about the whole proposition. "Let's hope I've got half the talent you think I have." He sighed, then changed the subject, "Anyway, with that covered, I also want to talk about your superpowers. What are you gonna do about 'em?"

"Keep them a secret for now. You've seen how people treat mutants," Peter noted.

"Yeah, fair enough. I just meant, like, you could make mad bank with that acrobatic shit," Harry pointed out.

Peter smirked. "So, what, I should become a professional athlete?"

"Maybe eventually. But right now you could, I don't know, be the world's most badass pizza delivery guy," Harry said.

Laughing, Peter replied, "You can't be serious."

"Okay, genius, what are your bright ideas?" Harry retorted.

Peter considered the idea for a few moments, before noticing a billboard as they passed it. It was for a new movie starring the man, the myth, the legend: John Cena. That lit a spark of imagination inside the teen.

"I could be a professional wrestler," Peter offered.

"First off, wrestling is stupid. Second, how the hell are you gonna get hired? You're 17," Harry argued.

"I could wear a mask," Peter said.

"Uh huh. And find an underground wrestling organization that would pay you under the table. Not to mention you'd have to pull that off without your aunt and uncle finding out, and let's be honest—love 'em to death—but with how nosey they are, there's no way that's gonna happen," Harry said. "No, Pete, think modern. Think like a millennial."

"How do people our age make money…?" Peter mumbled.

The answer was obvious. A lightbulb went off in both teen's heads at the exact same time. At a stoplight, they turned and looked at one another, grinning ear-to-ear.

Harry began, "You could start a—"

"—Youtube channel," Peter finished. "Dude."

" _Dude."_

The two boys fist-bumped.

…

"Hey, Youtube, I'm the Human Spider—" Peter cut himself off, muttering, "No, that's stupid."

After he stopped his phone from recording, Peter leaned against the edge of the fire escape. He'd decided to take just a bit of inspiration from wrestling. Upon Harry's agreement, Peter decided to throw together a costume and create a persona. Currently, that meant he'd put on a red, black and blue hoodie, a pair of his uncle's skiing goggles, and a matching mask. That was on top of the jeans he'd been wearing earlier. Additionally, to actually stick to walls, he knew he had to remove his shoes and socks, so he was currently leaning against the rail of the fire escape without a bit of protection on his feet.

"Okay, let's try it up here," Peter mumbled as he climbed up onto the wall of the apartment complex. Sitting down upon it, with the sky as his background, he adjusted the angle of the shot. "Nope." Again, he moved the camera. "Not feeling it."

Finally, he decided to start back on the fire escape, angling his phone so the camera had a view of Queens behind him. He hit record.

In a joking robotic voice, Peter began, "Hello, world." Then, with a flourish, he flipped up onto the wall, landed with a gentle thump, and continued normally "Welcome to a show the likes of which you won't find anywhere else on the internet. Welcome to my life."

"Yeah, you're seeing this correctly," Peter moved the camera to show his position on the wall. "I mean this…"

Peter stood up on the wall horizontally, his abs burning at the effort to remain upright, revealing the five stories below him, "This isn't normal. I'm not a mutant, but I am a bit of a weirdo. Like you're complaining."

He started to run up the wall, making sure to stay in the shot. "With that said, keep your hands and feet inside the vehicle at all times, and enjoy the show!"

…

Half an hour later, Peter had uploaded the video and sent the link to Harry. The title: The Spectacular Human Spider.

He received an immediate response from his friend. ' _Change the name.'_

Peter frowned and opened up the Youtube link. He erased the original title, and leaned back in his chair, thinking. After a few moments, an idea popped into his head.

"Why not?" he dryly muttered.

Leaning forward, Peter typed the new name into his laptop. After looking it over, he felt a smile creep over his lips. Something just felt right about this. He was Peter Parker…

' _The Spectacular Spider-Man.'_

* * *

 _Please respond to the poll on my page and drop a review._

 _So, considering this is a pretty damn short issue, I thought I'd take up some space giving you guys some fun facts about the way I perceive the characters. To start out, I've race bent a number of characters (and will continue to). This is to reflect the real world diversity of New York. Like it or don't, it is what it is. Here are the characters with different races than their 616 counterparts:_

Flash - Brown. This one's weird because I referred to him as "dark skinned" in issue 1, but he's brown, specifically Latino.  
Liz - Brown. She hasn't appeared yet, but she's of Brazilian descent.  
Alistair - Half-Japanese, as has been explicitly mentioned in issue 1.  
Spencer - Japanese, doi.  
Ned - Brown/Indian.  
Max - Black, like his movie counterpart.  
Mary Jane - This wasn't even REMOTELY hinted at, but she's half-black. If you go back to her "appearance" in issue 1, her skin tone is never mentioned. She's a redhead, because duh. Believe it or not, redheaded black people exist. Look it up.

 _If anyone wondered what actors I picture for the (major) characters..._

Peter - Tom Holland, duh.  
Harry - Young Andrew Garfield. Say whaaat? Let's be honest, he'd be perfect for my Harry. Just, y'know, de-age him.  
Jessica - Chloe Grace Moretz, but brunette.  
Al - ...honestly don't have one. Hit me up if you know a young Japanese-American actor that would fit the role! :D  
Flash - Tyler Posey.  
Uncle Ben - Tom Hanks. Yes, really. America's Dad is the perfect Ben Parker.  
Aunt May - Julianne Moore...just, y'know, brunette  
Max - Sorry, Jamie Foxx. My Max Dillon is none other than Taye Diggs.  
Spencer - Ken Watanabe.  
Norman Osborn - Bryan Cranston. I even teased this in issue 1.  
Mary Jane - Zendaya. Yeah, screw her being Michelle in Homecoming. I'm committing to a redheaded Zendaya all the way.  
Gwen - Dakota Fanning  
Hobie - Young Michael B. Jordan from Friday Night Lights.  
Liz - Camila Mendes

 _Now, reviews!_

 _Heart of the Demons: Peter and Harry's dynamic will be at the core of the story, so I'm glad you're enjoying it!_

 _Sparksofrandomness: Really happy you're enjoyed the changes! I wanted to spice things up a bit, so fans new and old wouldn't get bored with the story._

 _Sarah: Glad you found the story again! Thanks for your words of encouragement!_

 _Luxraylover: Can't comment on PeterxJessica other than to say just stick with the story._

 _boysa boysa: Yeah, Harry's definitely going to work with Peter moving forward. I'm not so much freaked out by darkness in stories, but nervous that some readers might want something a little lighter in a Spidey fic haha! So happy you're enjoying it! The release dates for future issues is on my profile page._


	7. Showboat Part 4

_Sorry for how late this is! End of summer/moving back into college made my life hectic. Should be on time with future chapters._

* * *

 **Web of Spider-Man  
** #7: Showboat Part 4  
"Friendly Neighborhood"

…

The first thing Peter did when he woke up the following morning was check his video's view count on his phone, and needless to say it did not disappoint. Just overnight, his opening Spider-Man video had received over 10,000 views and a couple hundred comments. In turn, his newly created _FriendlyNeighborhoodWebHead_ channel had upped its subscriber count from Harry's singular _Hosborn12_ to nearly 700 in total. Peter had effectively gone viral.

"YES!" Peter cheered from his prone position in bed, now wide awake.

 _KNOCK KNOCK._

May peaked her head in and said, "Somebody's chipper this morning."

Peter tried to play it off, "Oh, uh—yeah, Tony Stark just showed off a new Iron Man armor, and it's—it's pretty sweet."

"I can't wait to hear all about it later, but right now, superhero, you need to get up and grab some breakfast," May gently said.

Peter nodded. "Yes, ma'am."

Throughout the morning, and the entire day, for that matter, Peter couldn't stop smiling. Who cared about being grounded when he was quickly becoming an Internet celebrity? He had better things to do than spend his time gallivanting around with Harry and Al. Peter was on a one way trip to stardom.

…

By the following Saturday, Peter had uploaded half a dozen vlogs in which he replied to commenters and experimented with his powers. He was building a fan base at an exponential rate with more than 6000 subscribers and a total view count of nearly 120,000. So it's perhaps not unsurprising that Peter was up late Friday night finishing a video, and in turn spent most of Saturday shooting and editing the next one.

Bent over his laptop, headphones on, he watched the final cut.

"—yeah, yeah, I'm hearing you guys. The suit looks like a teenager's idea of an edgy superhero costume. I'm working on it," Peter, in full Spider-Man garb, had said into the camera, hanging off the side of the fire escape. "As for webs, take it easy, o ye of little faith. I've got a few ideas. Been putting my big ol' noggin to work and I'll get back to you in a week or two."

"Peter!" May called from outside his room.

Peter threw off his headphones and shut his laptop as the video finished, "Anyway, gotta run. Till next time, this is your friendly neighborhood Spider-Man signing off—"

"Come in," Peter said.

May entered and said, "Dinner's ready. You need to set the table." Upon taking in Peter's exuberant expression, she playfully added, "What's got you holed up in your room 24/7 grinning ear to ear?"

"I've gotten into photography," Peter offered, popping out of his seat. "Anyway, it's not a crime to be happy, is it?"

"On the contrary, Steve McCurry, it's nice to see you so lively," May motioned her nephew out of the room.

"Steve McCurry?" Peter wondered.

"Wait. I need to cherish this moment. I know something that Peter Parker, boy genius, does not," May teased.

"Ha ha," Peter dryly retorted, amused.

"To answer your question," May continued, "Steve McCurry is one of the greatest photographers alive today. He took the 'Afghan Girl' photo from National Geographic. The man even has a way with words," she drawled, "'If you wait, people will forget your camera and the soul will drift up into view.'"

"Ooh, am I gonna have to tell Ben about your crush?" Peter joked, entering the kitchen.

"Only if he'll finally admit to his crush on Cate Blanchett," May said, laughing.

"Speak of the devil, where is he?" Peter wondered. He hadn't heard from his uncle since breakfast, and he wasn't seated at the table, waiting for them.

As Peter set the table, May explained, "Believe it or not, he's out with a friend."

"No. Ben Parker? A social life? What has the world come to?" Peter quipped.

"You're just going to have to make do with my exceptional company tonight," May replied.

"Hmm. I guess I can manage for one night," Peter chuckled, sitting down across from his aunt.

"To the better Parkers," Peter toasted his plastic cup filled with—gasp—water.

May raised her glass. "To the better Parkers."

…

"…really makes you wonder just what type of person is beneath the mask. He sounds pretty young, doesn't he?" asked the anchorman, the newscast gently reverberating through the grubby bar.

"I don't know, Mike. He reminds me a little of you."

"Hahaha, touché." The piss-poor chemistry between the newscasters was grating. Thankfully, only a fair few in the bar listened in to their hum drum banter. "In other masked news, world-renowned genius and local superhero, Tony Stark, unveiled the latest Arc Reactor in Manhattan earlier this morning. Early reports claim that, after its cleared for public use, the reactor will provide clean energy for the entire city…"

"My nephew's a big fan," Ben Parker blurted, eyes on the TV.

"Of Ron Burgandy and co.?" Max Dillon quipped, returning to his friend's side with two beers, one for each of them.

"Of Tony Stark," Ben replied, taking his beer with a nod in thanks.

"Who isn't?" Max slipped his beanie further down over his ears. Fall had already kicked into gear, and the weather at night was brisk to say the least. "Stark lives every teenage boy's dream. He's a handsome, genius, billionaire playboy free of his parents, beloved by the world, and oh, did I forget to mention he's a superhero?"

"Doesn't sound half bad to me," Ben quipped.

Max grinned, raising his beer. "Here's to Iron Man."

"To Iron Man."

The two clinked bottles and took a swig. As Ben lowered his bottle, he noticed something odd beneath the flap of Max's beanie. Without giving his friend the opportunity to come up with an excuse, Ben reached up and removed his hat.

"What—"

"Max…" Ben's expression fell further into solemnity. Max had an enormous bruise across the left side of his forehead.

His friend swiped back his beanie and made sure to cover any hint of his injury with it this time. "I just tripped, man. Right down the stairs. It's nasty, I know, but—"

"Don't lie to me. I get enough of that at home," Ben shot back, silencing him. With naught but concern in his eyes, he continued, "You need to swallow your pride and reach out to the police."

"It ain't pride. I—" Max hung his head gloomily. "You don't get it. You fell in love with a nice girl. I wasn't that lucky."

Ben had no clue how best to approach this conversation. Threatening to alert the proper authorities would get him nowhere. He couldn't make the argument that Max didn't love Tanya. That wasn't his place, and it would only make the discussion go south that much faster. He resisted the urge to sigh. And he thought dealing with Peter's teenage angst was tough…

"Can I…meet her, at least?" Ben asked, desperately searching for any way to help.

Max shook his head. "I can't have you preaching to her—"

"I won't," Ben said. "Cross my heart."

Max locked eyes with him. The moment seemed to last half an hour. Finally, Max relented with a sigh, "Fine. We can throw back a few beers at my place. But you can't mention the bruises under any circumstances."

"Deal," Ben agreed, shaking Max's hand.

…

"I don't know what you're accustomed to, but my place ain't no Stark Mansion," Max noted, unlocking the door to his apartment in Queens.

"We both work the same job. My wife's a cashier at a CVS, and we've got a teenage son," Ben dryly replied. "How exactly do you think I live?"

Under normal circumstances Max would have laughed at Ben's retort and offered one of his own. However, he was so nervous about the upcoming encounter with his girlfriend, Tanya, that he had to focus on breathing steadily to keep from shaking, let alone offer a witty response.

At first glance, Ben was pleasantly surprised to discover the apartment was spotless. Considering Max's off-and-on attendance at work, he'd always assumed the place would be in a state of disarray. Just goes to show no man's easily defined, he noted.

"Sorry, the place is a mess," Max muttered.

"I don't know what you're talking about. It's better put together than my apartment," Ben said, as Max took his jacket and hung it up on the coat rack.

"Yo, Tanya! I've got a friend I'd like you to meet," Max called.

They heard scuffling in the next room over. Max frowned and walked over to the door, as Ben lingered near the entryway. The sight that awaited him on the other side took his breath away in the worst possible way.

A man—someone Max didn't even recognize—was scrambling to throw on clothes as he left through the fire escape. Tanya had only managed to put on her underwear before Max had opened the door. After a few tense seconds, she relaxed back into bed.

"What the fu—"

Tanya wouldn't even let Max finish, saying, "Baby, I love you. This doesn't change anything."

Ben finally caught wind of what was going on, and stepped up for his shell shocked friend. "Lady, you are a piece of work—"

"Get out," Max blurted.

Ben began to smile, as Tanya's face flushed with rage, both assuming the same thing. However, before either could speak, Max looked at Ben and repeated, "Get out, Ben. _Now_."

Their roles reversed, Tanya smirked as Ben met Max's gaze, utterly lost. "Max—"

"GET THE HELL OUT!" Max roared, pointing to the door.

Ben didn't speak so much as a word as he left, taking his coat with him. When the door had shut after his friend, Max sunk against the doorframe and began to cry. Tanya ushered her boy toy out, and crouched down beside Max.

Putting her arm around him, she covered him in kisses, saying on repeat, "It's alright; I love you. I love you."

Eventually, he returned her kisses, and allowed her to remove his shirt. The rest followed soon after…

…

Ben returned to a silent home. Peter had collapsed from exhaustion shortly before his arrival, and May had situated herself on the couch, writing.

"Hey, honey," she greeted, only to notice his somber expression. Rushing to his side, she said, "Ben, what's wrong?"

"Sometimes I wonder: what's the point?" Ben began to cry for the first time in years. "You try to do the right thing, but—"

He couldn't finish, his words morphing into quiet sobs. He burrowed his head in May's shoulder, and she in turn gently ran her hand through his hair to comfort him. She nearly burst into tears herself. Seeing Ben like this…

"You're a good man, Ben Parker," May whispered into his ear. "That always has been and always will be enough."

Ben fought with all his might not to cry louder, not to alert Peter. He tightly embraced May, and drew strength from her. Slowly, she helped lower him to the ground, and the two held onto one another until Ben could find only exhaustion in his heart.

…

The following morning shortly after the break of dawn, a phone call awakened Peter. It was Harry.

"Dude, it's way too early for—"

"I'm running on zero hours of sleep and a shit ton of cold brew, so I don't want to hear it," Harry interrupted rather excitedly. "I've got good news and good news. Which do you want to hear first?"

Peter tiredly massaged his eyes, and replied, "Don't know that I have a lot of options…"

"Good news it is," Harry interjected. "I was up all night finishing a design for your new costume. It's pretty slick, if I do say so myself."

"Can I see it?" Peter asked, perking up.

"I want it to be surprise. Went ahead and placed the order already," Harry said.

"Then why the hell did you call me?"

"Thought you'd be happy to hear that your new suit's on the way," Harry said, then began to ramble, "You've been all obsessed with your Spider-Man thing and I thought you'd want to hear about the costume as soon as possible and anyway I'm not even sure what I was thinking or if I—"

"Slow down," Peter grumbled.

"Right. Also, the second reason I called you—"

"The good news," Peter pushed.

"Yeah. Jessica found you a date," Harry explained.

Peter shot up out of bed, suddenly wide awake. "What? Who is it?"

He could practically feel Harry's crooked grin through the line as his friend teased:

" _You're not gonna believe it…"_

* * *

 _Heart of the Demons: Thanks for the input and your review!_

 _SpyderWeb: So glad to have another reviewer, and thanks for keeping me honest haha!_

 _midjet156: Glad Peter's still connecting with you. I hope this title brings some catharsis to your life. :)_

 _boysa boysa: Thanks for the input! I'll figure out the chapter length debacle in the next month or so after I get settled in._


	8. Fatal Flaw Part 1

_Between school and health problems recently, this just kept getting pushed back. Sorry! (But also I was in the ER for a day so not THAT sorry... :P)_

* * *

 **Web of Spider-Man  
** #8: Fatal Flaw Part 1  
"Chaos Theory"

…

To say Peter and Al felt awkward would have been a criminal understatement.

The two teenaged nerds had been forcibly dragged by Harry from the boys' bathroom where they'd hidden away under the pretense they wanted to 'freshen up' after school. Both Peter and Al pulled away from Harry in order to avoid the further degradation of their reputation as they entered the student center where their three respective dates waited, albeit impatiently, on the bleachers. Upon spotting the boys, Jessica smiled. The other girls, however, looked far from excited.

"Wassup?" Al awkwardly greeted, pulling on the collar of his polo as if to ease the respiratory process.

Peter resisted the urge to glare at Al as the two stood across from their dates. In Peter's case, that meant Cindy Moon, the punk rock Chinese-American geek, who'd dyed red koolaid streaks onto her otherwise dark bangs since the last time he'd seen her. Al's date was Cindy's best friend and Midtown High's resident sophomore social justice warrior, Gertrude Yorkes, a chubby, purple-haired girl who sported lime green, thick-rimmed glasses.

"So, you all know each other, right?" Jess asked, sliding up onto her feet to run the show.

"Yeah," Peter and Gertrude replied, while Al offered a simple, "uh huh," and Cindy ended with the stinger, "Unfortunately."

Hence Harry's "you're not going to believe it." Cindy had been one of Peter's junior high crushes, and, at the time, the shy meganerd couldn't bring himself to talk to the girl. Instead, he had followed her around everywhere until Cindy finally ended his longtime adoration with a rather fiercely-phrased confrontation that included the word "stalker" more than once and took place in the quad, a far from private place. That had proven Peter's social downfall, and he hadn't recovered since.

"OK," Peter took a deep breath. Thankfully, he'd gained a lot of confidence in the last week in no small part because of his growing internet fame. "I'm just gonna address the elephant in the room. Cindy, you don't like me. I don't know who Jess told you would be your date, but—"

"She told me it would be you. I accepted under the pretense that 1) your days of creeping were over, and 2) you'd ask me out formally," Cindy stated, crossing her arms.

"Oh," Peter dumbly muttered.

"I can assure you Pete's not a creep, and he'll blow your mind with how amazing his invite's gonna be," Harry said.

"He's a really nice guy. You won't regret it," Jess added.

' _No pressure,'_ Peter thought, his anxiety only growing.

Cindy locked eyes with Peter, who immediately looked at his feet. Shyly, he managed, "I promise all of that—I mean…" He managed to meet her gaze as he stated, "I won't screw this up."

"Great," Cindy simply replied, actually offering him a tiny pursed smile.

"As for Gert and Al," Jess put her hands on the quiet geeks' shoulders, "You two will _totes_ make the cutest couple."

Al and Gert snickered simultaneously, glanced at one another, then looked away, blushing.

"OMG, I'm _so_ excited," Gert sarcastically said.

"Like, same, though, LOL," Al replied with the same dry tone.

Yet again, they locked eyes, this time with a smile.

"Jess, you've got a talent," Harry beamed.

The brunette winked back at her boyfriend. "Don't I know it."

…

As the group of teens went their separate ways, Peter caught up with Harry and Jess before they reached his car to say, "Hey, guys, can we talk for a minute?"

"What's up?" Jess asked.

Peter glanced over at the nearby senior powerhouse couple—Randy Robertson and Liz Allan—who were making out on the hood of Liz's car. He whispered, "In private?"

Jess and Harry both noted his worry, and the brunette replied, "They're occupied. We're fine."

"Please," Peter begged.

Harry and Jess exchanged a look, then relented, leading Peter over to an empty space in the parking lot.

When he was convinced the coast was clear, Peter blurted, "I don't think this is a good idea."

Jess crossed her arms and cocked her head slightly as she said, "Do you like Cindy?"

Peter hesitated. "I guess. I mean, she's cute."

"Pete has a thing for punk girls," Harry interjected, to which his friend rolled his eyes.

"I just meant…Cindy and I, we're not, like, the dream team. Things are bound to go bad," Peter said.

Jessica sighed and argued, "I swear to God, you are such a wimp sometimes. You've both grown up since sixth grade—"

"Just not physically in Peter's case," Harry teased. Jessica smacked him, causing the OsCorp heir to laugh. "I'm just saying…"

"Cindy's known for being a bit of a…y'know," Peter didn't want to finish the thought.

"Bitch?" Jess did it for him. "You know why that is, don't you? She wouldn't hook up with this senior, Jordan Rickard, our freshman year, so he ruined her rep. Told the whole school she slept him, and was lying about it."

"Shit, I didn't realize…" Peter mumbled, as Harry's eyes widened with shock, only for Jessica to interrupt.

"She's really self-conscious, and she's got trust issues. That's why she acts the way she does around you. Let's be honest here, that's why she acts _like_ you," Jessica said.

"Burn," Harry coughed out.

"Like both of you," Jess added, glaring at her boyfriend.

"Wow, yeah, I—I had no idea," Peter admitted.

"Make homecoming the best night of her life," Jess finished. "Don't be a dick."

…

" _Don't be a dick,"_ came a youthful—albeit commanding—voice through the conference call speaker. "Don't quarrel with me. The test results speak for themselves. I have extremely loyal subordinates on the inside of your branch, Smythe. People close to you. They all concur that the transgene initiative is an abject failure."

Disappointment, rage, and now paranoia flooded Spencer Smythe's mind as he sat alone in his darkened office, listening to the speaker, the CEO of Advanced Idea Mechanics. Because of his condescending tone and pretentious verbiage, Smythe could understand why many of the other branch executives had begun to refer to the CEO behind his back as the Scientist Supreme.

"Please, sir, fund the project for one more month. That's all we need. I assure you we're close to—"

"Ah ah ah. What did I just say?" the CEO replied. "I've already cut your funding. We are in a superhuman arms race, and we need results yesterday. Your branch appears positively enthused by the prospects of Phineas Mason's proposed exoskeleton. Follow that lead."

With a relenting sigh, Smythe agreed, "Yes, sir."

"And Smythe? The cuts extend well past your little pet project. You've hired far too many excess employees. Trim the fat," the CEO finished.

"…yes, sir." Smythe had to resist the urge to scream. He had to release dozens of hard-working individuals—people with families—because of his failure, his obsession.

The CEO's command potentially wasn't just his actual death sentence, but that of his reputation, as well.

"Is that all?" Smythe seethed.

"Yes. Ciao. Have a lovely afternoon. And don't disappoint me."

 _CLICK._

The CEO hung up after that foreboding declaration, leaving Smythe to rue his future alone…

…dying.

…

The following Friday, AIM's cuts came to fruition. Dozens of employees were called into Farley Stillwell's office so he could break the bad news. More than a few sad sacks broke down crying. Some threatened him. Most cursed the branch director.

That evening, after working a full shift, Max Dillon received the ominous text message, 'Please come to Dr. Stillwell's office.' He knew what that meant. He'd witnessed a number of his colleagues—his friends get sacked. Mustering all of his inner resolve, he swore to handle the situation with pride…what little he had left.

"I assume you know why you're here," Stillwell spoke the second after Max had planted himself in a seat.

"You want to see my pitch perfect Ben Grimm impression?" Max quipped, perhaps uncharacteristically given the circumstances.

Since discovering Tanya had cheated, he'd begun to undergo a change. He felt numb all the time. He tried to offset it with humor. It didn't help.

"I like you, Max. You know that," Stillwell offered with genuine sympathy. "There aren't many brothers in this building. You work hard…" He sighed, then added, "When you're here. In the wake of budget cuts, your recent absences have forced my hand."

Max's ears began to ring. He couldn't make out the rest of Stillwell's spiel. Eventually, the good-natured scientist dismissed him, and Max left the room with a halfhearted, "See you around."

He was surprised to find Ben Parker waiting for him outside Stillwell's office. The older man managed a weak smile. Max finally realized he, too, had been smiling. What the hell was wrong with him?

"You too, huh?" Max asked.

Ben shook his head. Max felt the numbness grow.

Ben tried to speak, but Max interrupted him, "Y'know, this wasn't the plan. I was on track to go to college, become an electrical engineer. Got a scholarship to ESU and everything. Then my mama got killed in an industrial 'accident.' Wasted my time suing the Wall Street thugs involved, but it went nowhere. All I got was a verbal thrashing and a letter from some asshole in admissions saying my scholarship had been revoked."

Max shrugged. "Just goes to show the system's rigged. If God exists, he sure as hell doesn't give a shit about us. The rich and powerful grow richer and more powerful while we—"

"I know some people around town who might be willing to give you a job," Ben offered. "It won't pay well, but, heck, at least it pays."

Max considered Ben's proposal, but ultimately shook his head. "Nah. I'm done getting played by this broke ass system."

With those words, Max left the building, ignoring Ben's calls. He swore the next time he'd step foot on the premises he'd be different man.

He just didn't realize how different.

…

That evening, Ben Parker returned home, feeling more down on his luck than ever. It turned out he and his nephew had something in common. Not that either of the proud Parkers would admit it, of course.

"Work was hell today. Dinner's whatever microwave meal you want to fix yourself," May explained after Ben sat down at the kitchen table.

"Uh huh," Ben solemnly replied.

May noticed his emotional state and sat down beside him. "What's wrong, hon?"

"Nothing. Just tired," Ben lied. He got up and headed toward the freezer. "Should get something in my stomach. That'll help."

May had known Ben long enough to read through his façade, but she didn't want to push the issue. He'd open up eventually when he was ready.

Peter trotted into the kitchen just seconds after Ben had popped his meal into the microwave. He'd come with a purpose beyond the obvious need to get rid of the rumbling in his gut.

"So, I was wondering. I know I'm grounded and all, but Homecoming's coming up early next month, and I'd really like to go this year," Peter said.

After some thought, May said, "Keep up the good behavior, and we'll make the dance an exception to your grounding."

"Thank you!" Peter pecked his aunt on the cheek, then skipped over to his uncle to hug him. "Love you guys."

"Love you too," Ben chuckled, his mood significantly improved.

He met his wife's gaze, and both of the older Parkers smiled that much wider for it. Family—Ben didn't know where he'd be without his. May had made him the luckiest man alive, and as grim as it was to admit it, his brother and sister-in-law's death had left him his greatest pride: Peter Parker. He loved the boy like he would his own son. Heck, Peter _was_ his son.

Nothing would tear the Parkers apart, Ben silently swore. Not so long as he was around.

…

Peter didn't know what to do.

The time: 7:08 PM. The football game had started eight minutes ago. Harry was expecting him by halftime. Peter had promised to help him ask Jessica to Homecoming. More importantly, he had to ask Cindy to the dance, and there was no better time to do it, as much as the thought terrified Peter.

But his aunt and uncle. He'd promised them to stay home. To be good. If he snuck out and they caught him, he wouldn't just guarantee homecoming would be a no-go, but he'd worry them that much more. Peter knew his uncle liked to believe the teen couldn't read him, but that hadn't been true since he'd turned thirteen. Something was up with Ben. Something personal. Peter's rebellious behavior recently couldn't have made things easier on him.

Peter eyed the bulky work-in-progress that peaked out of his desk drawer. He'd spent his vlogless free time researching spider webs. Chemistry labs had proven an ideal time to experiment with (and occasionally steal) a concoction of his making—a sticky substance nearly identical to webbing. He'd made serious progress on a device that could shoot the 'webs,' but he still had a ways to go. Tonight he could focus on that-focus on Spider-Man-and stay in the good graces of his aunt and uncle. But he'd promised Harry…

As if timed, his phone went off right before Peter could sit down. It was Harry. He answered it.

"Hey, Pete, you're coming, right?" Harry asked.

"…"

"Come on. Do it for me. Do it for the babes," Harry begged.

"Promise not to use the word 'babes' ever again and I'll come."

Harry laughed, "Yeah, whatever, man. Just get your ass over here."

Peter knew what he had to do. He just didn't like it.

…

On the plus side, sneaking out meant Peter got to parkour to the subway station. He spent the ride to campus, however, twitching nervously. Was this even worth it? He was going to embarrass himself in front of half the school. Peter had talked to maybe two cheerleaders in his entire life, and he was supposed to interact with them?

"Don't stress don't stress don't stress," he muttered rapid fire.

He met the gaze of a man who was clearly uncomfortable in his presence. Peter forced a smile. The man looked away and left the train at the next stop.

' _Smooth_ ,' Peter glumly thought.

…

The instant Peter stepped foot on the bleachers, Harry spotted him and ran over.

"You ready?" the redhead asked, nervous.

"Oh yeah," Peter playfully replied. "You know me—anxiety-free."

"Great, because we've got thirty seconds till half time and the cheerleaders are expecting us," Harry said.

Peter had to resist the urge to exclaim, "What?" He hadn't checked the clock. Oh my God. Harry was right. There was 30 seconds left in the second quarter. He briefly made eye contact with Liz Allan, who was looking their way. She not-so-subtly motioned them over.

"Does Liz know my name?" Peter blurted.

Harry creased his brow. "What?"

"I mean, I haven't talked to her since, like, freshman year. And we're about to do a cheer together. Does she even know my name?" Peter wondered.

"Not the time to worry about your popularity, Pete," Harry grumbled, dragging him over to the student section.

"…set, HUT!"

The clock ticked down as Quarterback Randy Robertson hiked the ball. Sweat beaded down Peter's neck. 28 seconds left.

Jessica waved at the two boys. Peter weakly waved back. 22 seconds. The crowd seemed to groan in unison. Randy had been sacked. 18 seconds. The boys passed Al and Gert, who were both on their phones. Neither looked up. 12 seconds. Harry stepped up beside Jessica and cheered the Midtown Tigers on. Peter looked for a place to stand. There was a space between Cindy and Gwen Stacy. He reluctantly took it.

Gwen. Gwen-freaking-Stacy. Great. Just great. Peter felt like he was going to faint. 6 seconds. He could vaguely make out a ball soaring through the air. After a moment, the crowd erupted into cheers. Touchdown. In his delirious state, Peter wondered why they were talking about the moon landing.

Zero. The scoreboard screamed. At least, it sounded like a scream. Maybe it was Peter who was screaming. He nearly laughed. Why was it funny?

Half a minute—or was it an eternity—later, Peter could make out Harry standing in front of him, waving his hands.

"Earth to Peter," Harry called. "We have the thing, remember."

"The thing. Right," Peter followed his friend to the edge of the bleachers, and ignored the eyes on him.

Peter effortlessly hopped the rail, forgetting for a moment where he was and what he was about to do. Harry plopped down beside him, nearly tripping because of the force of the fall. Peter hadn't so much as stumbled.

"Wow, Parker. I'm impressed," Liz called, an amused grin planted on her cherry red lips. "Who knew you were an athlete?"

She knew his name. Holy shit, Liz Allan knew his name.

The next few minutes were a blur of movement and emotion. At some point during the cheesy cheer Harry had prepared, Liz and Glory Grant produced the signs he'd made. Peter kept up as they finished the cheer. He didn't stumble over his words even once. He matched Harry's choreography perfectly. The redhead ended it with a halfhearted gymnast's pike jump.

Jessica and Cindy were both grinning ear-to-ear. Someone—was that Gwen?—shouted for Peter to do a pike jump, too. She started a chant of his name. The crowd joined in. Holy crap topped with a double dip of oh-my-God. Harry and the cheerleaders chanted his name. Would he, could he, should he…?

Peter jumped.

When he landed, the crowd lost their freaking minds. He'd looked like a professional cheerleader. He'd looked like an Olympic athlete. His pike jump had been perfect. Peter had been perfect.

He nearly cried, but managed to hold back tears as Jess and Cindy hopped the fence to meet them. They both said, "yes," practically in unison. The crowd cheered even louder. Harry and Jessica kissed. Peter and Cindy just smiled at one another.

…

"So cute," Seymour O'Reilly muttered from the bleachers with his hands over his heart.

"The cutest," Gwen agreed.

Sitting nearby, hidden in the heart of the crowd, Al made gagging noises. Gert chuckled.

"Losers," she said.

"Preach," Al replied.

Neither looked up from their phones.

After returning to the bleachers, the quartet were very much the center of attention. Although Peter had since calmed down, he was still uncomfortable in the lime light, particularly with Gwen complimenting him. Thankfully, someone gave him an excuse to escape the thrall of his five minutes of fame.

"Hey, Peter, can we talk?" Ned Leeds asked, motioning away.

"For sure," Peter nodded, then turned to the others to say, "Be right back."

Peter followed the Crier's editor-in-chief below the bleachers. Once there, the senior began with, "First off, congrats. Didn't realize you and Cindy were a thing."

"We're not. I mean, uh, it's complicated," Peter stammered.

"Well, whatever it is, that's awesome, man. You kicked ass out there. You got hella killer moves for a geek," Ned teased.

"Thanks," Peter glanced away, embarrassed.

Ned paused for a moment before continuing, "Anyway, the reason I wanted to talk is—"

"I didn't make staff photographer," Peter blurted, recognizing the look of regret in Ned's eyes.

The upperclassman immediately responded, "You—no, you didn't, but we don't want you to be a freelancer either."

"Oh." Peter felt his heart sink in his chest.

"Shit, no, I don't mean—we want you on the Crier," Ned quickly clarified, realizing what he'd said, "I just meant we want you to come on as a photography assistant. To work with one of our staff photographers. You showed a lot of potential, and considering you're a junior we thought we could, I dunno, train you for next year. It wasn't my idea, actually, but—"

"I'm staffed," Peter muttered dumbly.

Ned frowned. "Sort of."

"Thank you," Peter beamed.

"Don't thank me. Thank Eddie Brock," Ned said, smiling. "He's actually the one who came up with the idea to bring you on as his assistant."

Peter's jaw dropped. "Wait…Eddie Brock. Like Daily-Bugle-freelancer Eddie Brock. IPA-winner Eddie Brock. _The_ Eddie Brock _._ "

"Yeah. He's been on staff since his freshman year," Ned agreed.

"No, I know. I just—wow. Wowzers." Peter felt an enormous grin come on.

Was he dreaming? Was today real? Had he actually impressed a crowd of his classmates, gotten a date to Homecoming, and become the assistant of Eddie-freaking-Brock on the same day?

This was it.

Peter had peaked.

…

Max slumped down in his lounger, a note that he was late on rent in one hand and a bottle of whiskey in the other. The sound of scurrying echoed from his bedroom. Tanya had broken up with him and was moving out. Surprisingly, when he'd told her the news about his job, she hadn't slapped him. She'd just outright said, "I'm leaving," and started to pack.

Yes, he'd begged her to stay. He hadn't cried, but he'd wanted to. It didn't matter. None of it did. By the time Max had turned on the TV, the door had slammed shut after Tanya.

Alone. He was alone. Jobless. On his way to a drunken stupor.

Max was on top of the world.

…

When Peter returned home, he discovered his window was locked. He hadn't remembered so much as shutting it. That didn't bode well.

Grunting in frustration, he crawled down to the alley below the apartment complex and walked around to the entrance. From there, he used his key to unlock the door and walked up the five flights of stairs to their apartment.

Of course, what else could possibly await him in the apartment but his aunt and uncle?

Peter didn't try to speak. He didn't try to protest. Of course his luck couldn't last, he realized.

"Homecoming?" May crossed her arms before dropping the bomb. "It's not happening."

* * *

 _keyblade master cole: Needless to say Max is a very troubled guy. His story is far from over. Sorry if that disappoints you._

 _Heart of the Demons: Glad the story's still on point! Thanks for the review!_

 _boysa boysa: I'm trying to subvert typical Spidey fanfic expectations so you're gonna get a lot of twists like the IDs of the dates. Hope you enjoy 'em!_

 _midjet156: As always, sorry to hear about your life, but I'm glad this story can be cathartic for you! :)_

 _theygotT: I'm back! Thanks for your interest!_


	9. Fatal Flaw Part 2

**Web of Spider-Man  
** #9: Fatal Flaw Part 2  
"The Ballad of Ben Parker"

…

It was Homecoming week and Midtown High buzzed with excitement about the upcoming dance. Frantic whispers echoed through the hall as students worried about last minute dates and what shoes to wear to the dance. A fair few teachers had embraced the tunnel vision provided by the festivities and elected this week to show films in class. In more ways than one, it was a holiday for the faculty and students alike. Everyone had something to be excited about. Everyone except Peter Parker.

Truthfully, he hadn't told Harry or Cindy that he couldn't go to the dance. He was still holding out that his aunt and uncle would relent, but no cracks had shown in their resolve yet. He had entered panic mode, and become that much more frustrated after he had to postpone his first meeting with Eddie Brock until after his grounding had finished. Imagine that: having to tell a senior, someone you look up to, that you couldn't work the job he'd put his neck on the line to create _for you_ until after your aunt and uncle decided to lift your punishment, one fit for a twelve-year-old no less. His mood had nearly reached record lows, and it only got worse whenever Harry or Jess was around. Neither would shut up about the upcoming dance.

"Get hyped!" Harry gently punched Peter's arm as the two walked to English together. "Just a few more days, then bam! Our lives change forever! You'll get your very first girlfriend, and I'll lose my v-card."

"TMI," Peter grumbled back.

"Lighten up, buddy. Life is good," Harry replied.

Should he broach the subject now? Peter opened his mouth to speak, paused, then said, "Yeah, Harry, thing is, I…" He felt anxiety creep its way into his chest, and he stammered, "I'll meet you in class. Gotta use the restroom."

"Have fun!" Harry cheerfully called after him.

In the men's room, Peter avoided the stalls and urinals altogether. He didn't actually need to go. He just needed some space. Stopping in front of the sinks, he splashed water on his face and looked in the mirror. There was that look again. The bags under his eyes. The pain. He had a lot going for him. Why was he so sensitive about such tiny issues? So what if he didn't get to go to Homecoming? It would be just like any other year.

Someone flushed one of the toilets behind him. Peter patted down his face with a paper towel, finishing right as Flash Thompson emerged from a stall. Great. Just his luck. At least Flash had moved past swirlies since junior high.

"'Sup, Parker," Flash casually greeted as he washed his hands.

"Hey," Peter simply replied, heading for the door.

"Wait," Flash called.

Peter hesitated. He should go. He could avoid whatever was coming…or not. Maybe this time, Peter could fight back. If Flash wanted a fight…

"Just wanted to say, I heard about how you asked Cindy at the game, and I gotta say that took mad balls. She's a babe. Not my type, but I gotta give you credit. You got more going on than that grandma sweater'd make you believe," Flash said, indicating the baby blue sweater Peter had worn today (and not for the first time, either).

Ignoring any sense of self-consciousness he felt, Peter replied, "You have no idea."

"And hey, man…" Was Flash blushing? "I know I can be a dick. I'm working on it."

"Was that an apology?" Peter asked, not intending to sound arrogant.

Nonetheless, Flash took it the wrong way. "Don't push your luck."

Peter crinkled his brow, and nodded after a moment. "Anyway, I should go. English."

"We're in the same class," Flash noted.

"Right…"

The boys ducked out of the bathroom together, Flash after Peter. Neither spoke on the way to class, creating an awkward tension that only got worse when they arrived at the same time. More than a few students stared after them, confused. Mrs. Winterhalter offered both boys a stern word of warning, since they had arrived after the bell.

Despite all that, Peter found himself smiling when he sat down at his desk.

Maybe things weren't all bad.

…

"I know I screwed up," Peter began at dinner that night, "I'll—I'll do the dishes, take your clothes to the laundromat, and cook dinner every day until Homecoming, just please let me go."

Ben and May looked at one another for a moment, then at the spaghetti before them.

"So that's why you made dinner," May noted.

Peter sunk back into his chair, aware of where this was going.

"Peter…there have to be consequences for your actions. You need to understand that nothing is without a cost," Ben explained, "It's part of growing up."

Peter's face sunk into a scowl. This was stupid. This was so freaking stupid! He abruptly rose from the table, his plate only half cleared. Acting like a petulant child wouldn't get him anywhere with his aunt and uncle, but at the moment Peter didn't care. He needed some fresh air.

"I've got a lot of homework—"

"Peter—" May protested.

"Physics is killing me. Gotta finish a lab report," he mumbled, scraping the food off his plate into the trash.

"Don't you dare leave this room. You are not excused—" May continued, only to be silenced as the door slammed shut after her nephew.

May stared after Peter for a few moments, then looked at her husband, any anger that had flooded her eyes replaced with concern. He tenderly placed his hand on hers.

"I don't know what to do," she muttered. "Do you remember, right after we adopted Peter, I read—"

"A dozen books on parenting," Ben nodded. "But no book can you prepare you for this. We're doing the best we can. Peter…he's been dealt a bad hand, is all."

Silence lingered. Finally, May solemnly broke it, "Richard and Mary—"

"Wouldn't know what to do, either," Ben assured her. "Their deaths…it's made everything more complicated, but regardless Peter would struggle. He isn't the type of kid who has an easy time in high school."

"Not sure that type of kid exists," May playfully retorted, managing a slight smile.

Ben chuckled quietly, "Touché. You always were the sharper one."

"Says the man who can come up with Hollywood speeches off the cuff," May shot back.

"It's a gift," Ben jokingly replied.

…

Meanwhile, Peter had huddled over his desk and gotten to work on his webshooters. With earbuds plugged in, he drowned out his angst with an artist who always did the trick, Frank Sinatra.

" _New York, New York_

 _I want to wake up in a city that never sleeps_

 _And find I'm a number one, top of the list,_

 _King of the hill, a number one._

 _These little town blues, all melting away,_

 _I'm gonna make a brand new start of it,_

 _In old New York._

 _And if I can make it there_

 _I'm gonna make it anywhere._

 _It's up to you,_

 _New York, New York."_

…

It was the day of the dance, and Peter realized he'd skirted his fate for far too long. Needless to say, Harry didn't take the news well.

"Uh uh. No way. You are not gonna duck out on me," Harry said, leaning up against a locker adjacent to Peter's.

As he put his textbooks away, the brunet replied, "It's not up to me. May and Ben are going full blown psycho parents."

"You do you, man," Al said, texting Gert on Peter's other side.

"Not helping, Al," Harry spat, before continuing, "Okay, Pete, I can't believe I'm saying this but you've just gotta sneak out again."

"Yeah, 'cause that worked out so well last time," Peter retorted.

"Cindy's gonna be pissed," Harry argued.

Peter zipped up his backpack, shut his locker, and stood up from his crouched position. "Boo hoo. There's nothing I can do." He then smirked, realizing, "I just rhymed. I guess I do it all the time."

"We get it, Shakespeare. You're clever. We've got more important issues to deal with," Harry said before he slung his backpack around so he could reach into it. After producing a package, he said, "This is that thing you've been waiting for."

Peter's eyes widened. " _That_ thing?" The new costume. He reached for it, but Harry pulled back, refusing to let him take it.

"You don't get it unless you agree to come to the dance," Harry said.

"That's not fair," Peter argued.

"Life's not fair," Harry retorted. "Come on, man."

"What's in the box?" Al wondered, snagging it.

Both Peter and Harry struggled to come up with a decent excuse.

"Uh, it's—" Peter mumbled.

"My birthday present. For him," Harry stammered.

"Peter's birthday was in July," Al pointed out.

"You know my birthday?" Peter wondered as Harry simultaneously said, "It's super late."

"Of course I know your birthday. July 30th. I'm not a shitty friend, although yeah, it stings that you never invite me to your birthday parties," Al replied.

"I haven't had a birthday party since I turned 14," Peter muttered.

"Suuurrree," Al drawled.

"We're way off topic," Harry interjected, taking back the package. "Pete, you're coming to homecoming."

The brunet sighed, relenting a bit, "I'll consider it…"

"Promise me. Please. This will be our first high school dance. I don't want to go without you," Harry begged.

"What am I: chopped liver?" Al grumbled.

Ignoring Al, Peter reminded, "I said I'll consider it."

Harry locked eyes with his best friend for a moment before the bell rang. He groaned and shoved the package into Peter's arms. "Whatever. Happy Birthday. You have to be the one to break the news to Cindy."

"I may still go—"

But Harry had already walked off to class, leaving Peter to watch him go. What the hell was he supposed to do? He wanted to go to the dance, but the consequences…were they worth it?

"And I thought you were angsty," Al muttered.

…

 **Evening**

The first thing Ben noticed when he reached Max's apartment was the untouched eviction notice on the door. That didn't exactly provide him with confidence. He knocked anyway.

Max hadn't answered his calls or texts since he'd been fired. That didn't bode well in any situation, let alone one as tenuous as his friend's.

After receiving no response, Ben said, "Max, please open the door. It's Ben. I just want to talk to you. To know you're okay."

Nothing. He waited for a few moments, then knocked again.

"You don't have to worry about rent. I'll cover you for a month while you look for a job," Ben offered.

Still, no response.

"Max, if you don't answer me, I'm going to break the door down," Ben warned, before repeating, "I just want to know you're okay."

"Okay's not exactly how I'd put it," Max called from inside. "Please, just go." He then whispered, "You deserve better."

"Max—"

"GO!"

So Ben did, albeit reluctantly. Meanwhile, Max remained in the same spot he had for the last two hours. Leaning over the edge of his recliner with beer bottles scattered around the room, he drunkenly tossed a revolver between his hands.

Max gently placed the gun in his mouth and put his finger on the trigger. He was too drunk to shake. If he pulled the trigger, he wouldn't miss. This was it. This was his way of beating the system.

Surrender.

Max tightened his finger on the trigger…but couldn't do it. He couldn't kill himself.

"Too weak to even…" Max's voice faded off.

With a groan, he placed the pistol in the waistline of his jeans and stood up.

He could really use a drink. Maybe after one or two more, he'd manage to finish the job.

…

When Peter returned home that night, he still hadn't decided what he was going to do. He hadn't told Cindy he couldn't go to the dance. Jess and Harry had hounded him all day. Al had been…well, Al. Peter had passively said he'd think about it, but he was running out of time.

At dinner, Peter made no mention of his aunt and uncle's refusal to lift his punishment. Even they didn't bring it up. Maybe they'd forgotten the dance was tonight. Maybe that would be his lucky break.

As Peter sat down on his bed and considered his options, watching the clock tick away, someone knocked on the door.

"Come in," Peter said.

Ben entered, offering a simple, "Hey, Pete. I wanted to talk to you."

Peter nodded him on, and Ben sat down beside his nephew. Silence heightened the tension for what felt like an eternity. Was this about…?

"I know your punishment seems unfair. I know how much this dance means to you," Ben began.

Nope. They hadn't forgotten. The Parker Luck pulled through yet again.

"Honestly I've moved on. It's just high school," Peter lied.

"That's…good to hear," Ben said. "I just wanted you to know, your aunt and I, we aren't perfect. We know that. Becoming your guardian wasn't something we'd planned—"

"So I'm a burden," Peter grumbled, hurt.

"No! No, you're the best thing that ever happened to us. It was just a surprise, is all. We weren't prepared to raise a kid, but damn, if it isn't the most rewarding part of my life, I don't know what is. You've taught me more than you know, son, more than I can ever hope to teach you, and I love you all the more for it," Ben explained.

Peter was touched by his uncle's words. He didn't know what to say.

"But that doesn't mean," Ben continued, "That we can't—that I can't—try to teach you a thing or two the best way I know how—"

"Stories," Peter groaned. He'd gotten this spiel before. "Are you gonna tell me about all the dances you missed in high school? Because I'd really rather we not go there."

"No," Ben laughed, "No, I want to tell you about my parents."

Peter perked up. Ben had only ever mentioned either of his parents in passing, and any time that Peter pushed the subject, his uncle would brush it off something like, "They died a long time ago. Let's keep our minds on the living instead."

"Your grandpa Dick was your father's namesake," Ben began.

Well, that's a bomb if Peter had ever heard one. Why hadn't Ben or May told him before?

"My father certainly earned his nickname." Was that a dick joke? "He left your grandma Caroline shortly after my brother, your father, was born. My mom had to raise two boys on her own, and you know better than most, us Parker men can be a handful. It wasn't easy, but she managed the best she could."

"Your grandma worked three jobs to take care of us. I'd never hold it against her, but that meant she spent most of her time out of the house. At the age of eleven, I had to feed, clothe, and wash my baby brother. Ended up having to take the little bugger to school with me, but all things considered it worked out. The greatest wingman I ever had was that gurgling, twenty-pound father of yours." Peter smiled as his uncle continued, "But things got worse, a lot worse, after your grandma got caught in an automobile factory accident. She was paralyzed from the waste-down."

"Despite that, your grandma, bless her heart, tried to work anyway, but no one would take her back. So I dropped out of school, took up whatever jobs I could. I was fifteen at the time, and I was solely responsible for our entire household income. Thank God your father was a brainiac, because I couldn't have afforded to put him through college."

"I had no idea…" Peter mumbled.

Ben nodded, "Of course you didn't. It's not a story I like to tell, but I thought you should hear it. Not to toot my own horn or to make you pity me, but because I want you to understand where your father got his favorite catchphrase—"

"With great power comes great responsibility," Peter interjected.

"With great power _there must also come_ great responsibility," Ben corrected. "It doesn't just happen. It's a choice. One you _must_ make. You owe it to yourself, to the world to take responsibility for what you can, to put others before yourself, always. To do that takes humility. It's something you have to learn, not—"

"You're preaching," Peter interrupted, standing up, his mood flipped. His uncle was trying to use his father—his _dead_ father—against him. "Oh my God, the only reason you told me that bittersweet story is to convince me that you're right to ground me. Is that your responsibility? To brainwash me with your helicopter parent bullshit?"

Ben's face reddened slightly, but he did not raise his voice. In fact, he almost sounded pleading as he rose from the bed and said, "No. No, Peter, my responsibility is to raise you right, to love you and teach you _your_ responsibilities as a man—to do the job your parents can't."

Silence.

Ben's jaw hung open, aware of the jar of worms he'd just opened.

Peter's face was a mask of rage. His uncle had crossed a line.

"You are _not_ my father, and you never will be," Peter coolly said. "My parents died in a plane crash. That's the only reason they aren't here now. That's the only reason I'm stuck with you and May. So don't think for one second that you can use them against me. They aren't your fucking weapon. _They're my parents!"_

Ben's face sunk. All he could manage was, "I'm sorry."

His hands quivered slightly as he reached for the doorknob, then twisted it. He left the room without another word. The instant the door shut after him, Peter collapsed onto his bed with tears in his eyes.

After half a minute, his gaze fell to the open closet door where Harry's package beckoned him. He stood up without much thought, grabbed the beta-tested webshooters from his desk drawer, and shoved them along with the package into a duffel bag. Then, determined to leave before he could get caught, he quickly changed into his suit (although the tie would have to wait until Harry could tie it for him).

His aunt and uncle thought they could control him? Yeah right. Peter was done letting others make decisions for him. He had power now. He was going to the dance.

Looking into his phone's selfie camera, Peter didn't recognize the face that stared back at him. That wasn't depression in his hazel eyes, but rage. Not exhaustion, but enthusiasm. The person who looked back at him wasn't a boy, but a man.

Spider-Man.

* * *

 _Hope you guys enjoyed that chapter! I'm currently aiming to have issue 10 (which will be super sized) up on Halloween. Fingers crossed, my friends!_

 _Please drop a review if you feel so inclined. I'd really appreciate it! Now, speaking of reviews..._

 _Heart of the Demons: So glad to be back! Thanks for being consistent as ever! :)_

 _Guest: MJ will appear. I'll admit at this point it's more her presence that effects the story (as best evidenced by chapters 1-3). She's coming pretty soon, though, and will be a MAJOR character after the fact._

 _Midjet156: Really glad to hear you're still enjoying this, and please keep writing! Best of luck, friend! :)_

 _DanySnow: So glad you found it now! Thanks for reviewing!_


	10. Fatal Flaw Part 3

**Web of Spider-Man  
** #10: Fatal Flaw Part 3  
"Homecoming"

…

Peter flustered into the homecoming dance drenched in sweat and rain. Adrenaline muffled his anxiety, and propelled him past the teachers at the door, through the throng of grinding students, all the way to a clear shot of Cindy Moon. He froze in place for a moment, wiped down his hair, produced Cindy's scarlet corsage from his pocket, and prayed she wouldn't mind its smushed plastic case. Then, with all the confidence he could muster, Peter entered the lion's den.

"Hey, Cindy, I'm sorry—"

"He's alive," the girl exclaimed, spotting him before he could surprise her.

"Yeah, I—I'm so sorry. My aunt and uncle—"

"Harry told me everything," she interrupted again. There wasn't a hint of relief or excitement in her eyes, only cold rage. "Like, right before dinner. You know, I'm not mad because your aunt and uncle grounded you or whatever. I'm mad because you never fucking told me about it and just left me here to—to—"

"I was still planning on coming. I mean, I'm here," Peter pointed out.

"That's not good enough. You needed to communicate with me, Peter. Do you know how embarrassing it was to watch everyone else take pictures and flirt with their dates and joke about _you ditching me_ as I just stood there like an idiot with my disappointed parents, _holding your boutonniere?_ " Cindy roared, for the first time allowing her anger to boil.

People began to look in their direction. Harry finally spotted them, and, after Peter gave him a pleading look, tried to push his way to his friend's aide. Jessica followed, but got lost in a wave of students.

"Do you…do you still have it?" Peter asked. "I have your corsage."

"No, I—I threw it away. I thought you weren't going to show up," Cindy said, refusing to take the corsage. "You know what? Forget it." She turned away just as Harry made his way over. "He's all yours, Harry."

And with that said, she disappeared into the crowd. Harry offered Peter a sympathetic pat on the back.

"Forget her. She's…y'know…temperamental," Harry said, tying Peter's tie.

"Yeah, she…" Peter groaned, and ran a hand through his hair. "I screwed up. Big time."

"Don't do this—this thing you always do. Beat yourself up. Don't beat yourself up," Harry said. "Yeah, maybe you made a mistake, but she took it like a fucking orc."

"What does that even mean?" Peter grumbled.

"It's—she's—y'know, I have no idea," Harry admitted. "I'm not a writer."

"Clearly," Peter snorted.

"Was that a laugh?" Harry said.

"Don't push it," Peter retorted, his mouth tightened into a frown again.

"Yo. Lighten up, dude—"

"Not helping, Hare," said Jessica, finally reaching them. "You okay, Peter?"

The scrawny teen shrugged. Jessica rubbed his arm reassuringly, causing a wave of heat to flood his cheeks. _She's just being supportive,_ he thought, _Don't read into it._

"Come on. Let's dance. Maybe it'll get your mind off...everything." Jessica took his hand and began to pull him into the crowd.

Peter nearly followed, but the instant she also locked hands with Harry, he felt himself pulling back. A chill replaced the warmth in his cheeks. Nausea clung to his stomach.

"I'm just…I'm gonna get something to drink," Peter said.

Harry stepped toward him. "I'll come with—"

"No, don't-" Peter crept back. "I need some alone time. Please."

Harry hesitated, but inevitably waved him off. "All right. See you in a bit."

"We'll be right over here," Jessica motioned to a spot near the outskirts of the crowd.

Peter nodded, although he had no intention of finding them later. In fact, he wasn't sure how much longer he'd stay at the dance. Then again, Al and Gert didn't look like they were having much fun. The two stood toward the back of the gym on their phones, not showing so much as a hint that they recognized one another's presence. Maybe he could help the two connect, and give himself some sort of peace by living vicariously through their relationship.

After walking over, Peter began, "Hey, guys."

"Later, dude. We're in the middle of a game of chess, and I need complete silence to plan six turns ahead and kick her hipster ass," Al said without looking up from his phone.

"Keep dreaming, nerd," Gert replied.

"Right…" Peter mumbled, backing up, his mood that much worse for trying.

"Silence!" Al exclaimed.

Peter disappeared around the side of the crowd, making sure to stay clear of any tight spaces. The last thing he needed now was to have an anxiety attack.

That's when he stumbled across Gwen and Flash.

The two were situated at the punch table, their arms wrapped lovingly around each other. Peter wanted to vomit. He tried to sneak around the punch, but Gwen noticed him before he could so much as take another step. Her face brightened, and she pulled away from Flash.

"Hey, Peter!" Gwen said.

He pretended like he didn't hear her, and kept walking.

"Yo, Parker! My girl's trying to talk to you," Flash shouted.

Peter froze, then slowly turned toward them. "Hey, guys. Sorry, I didn't hear you…"

"Don't worry about it. You getting punch for Cindy? It was so cute how you asked her, by the way. Flash could learn a thing or two from you," Gwen rambled. Flash rolled his eyes.

"It was all Harry's idea," Peter haphazardly filled up a cup with punch, splashing some on his tux. "And yeah, I'm—yeah, getting Cindy a drink. And me. Both of us. We're punched—I mean, parched."

Flash interjected, "Be careful with that stuff. You know Randy Robertson?" Peter nodded. Flash dabbed the punch on the nerd's jacket with a napkin, causing Gwen to smile. "He spiked it with everclear. Just…take it easy, yeah?"

"Easy, absolutely," Peter agreed, his mind going blank. He downed his glass of punch, then refilled it without a second thought. "I'm trying to have a good time, man."

Flash grinned. "You are lit as fuck, dude. I love it," he cheered.

"Peter, don't—" Gwen began.

"I need to get this to Cindy," Peter said, filling up a second cup. "See ya."

He didn't hear a response. He didn't bother to look back. Truthfully, he was afraid of what he'd see. Not just the couple's affection for one another, but the disappointment in Gwen's eyes. Disappointment that Peter wasn't the person everyone thought he was—or could be. Ben, May, Cindy, Harry, Jess, Gwen…Peter had looked like a jackass in front of them all.

He finished the other two cups of punch before he reached the exit. None of the teachers offered more than a nod as he passed them. A warmth coursed its way to his heart as he stepped onto the sidewalk, masking the cool autumn breeze.

Peter ripped off his tie and stuffed it in his pocket. He needed to take a walk to clear his head, because if he went straight home and his aunt and uncle confronted him, he'd probably lose it. His self-hatred had bled into anger. Maybe the alcohol was already hitting him. Maybe years of isolation—both mental and physical—had finally broken him. Maybe he was just a douchebag.

Peter didn't really give a shit what was behind his rage. He just pitied any asshole dumb enough to screw with him.

…

Max stumbled down the street, nearly tripping over a homeless man. He immediately regretted not talking to the man when he crossed the street. He was about to be in that guy's position. He should have asked for advice. How the hell do you survive being a complete and total piece-of-shit failure?

Max's mind wandered when he spotted a gas station at the end of the block. He reached into his jacket pocket for his wallet, but found only the pistol. He checked his other pockets, cursing quietly—or was he shouting?—to himself. The wallet was nowhere to be found. He'd either left it in his apartment or dropped it on his drunken adventure.

Max gently fingered the firearm, his mind racing.

…

Less than ten minutes later—or had it been longer?—Max emerged from the gas station with a six pack of beer. He hadn't robbed the register, although he'd been tempted to. The cashier had been flabbergasted by the whole situation.

"'Not the cash?'" Max poorly mimicked the man's Indian accent. His voice dropped as he mumbled, "No, dumbshit. Not trying to ruin you."

Max cracked open a beer on the curb and downed it without taking a breath. Soon, maybe, he'd be able to finish the job and…

Like hell.

Max threw the bottle at a parked car with a guttural roar. It shattered upon impact, and activated the car's alarm. He opened another beer and waited for someone to confront him. Pedestrians glared at him, but not a single one spoke up—not after seeing the gun in his hand. They all ducked their heads and hurried away. No one claimed the car as their own. Eventually, the alarm shut off on its own.

Sirens blared in the distance.

"Fuck…" Max ran off.

Too fucking afraid to even get a cop to kill him. _Weak_ —he was so fucking weak.

Max wanted to die. He didn't really give a shit how. He just hoped some asshole was dumb enough to screw with him and finish what he couldn't.

…

Ben knew what he'd find before he opened the door to Peter's bedroom. His son…his _nephew_ , he corrected himself, was gone. Anger swelled up inside him, before quickly being doused by regret. If he'd handled their conversation better, then maybe…

"May, I'm going for a walk," Ben said. "Need to clear my head."

"Be careful. You know how it gets around here after dark," May called from their bedroom. "Oh, and ask Peter if he wants to go with you. He might appreciate the fresh air."

"Will do," Ben replied.

The least he could do was spare Peter his aunt's wrath. He'd find the kid and bring him back before May realized he was gone. Then maybe, just maybe, he could start to rebuild Peter's trust in him.

…

Peter heard the sirens first. He paid them no mind. They sounded far away…but then the screams reached his ears. Close, so damn close—Peter's head buzzed like crazy. What the hell?

He turned around, and spotted the source of the commotion. A lanky black man was running in his direction. Lagging just behind, two cops made chase. Peter briefly considered stopping the criminal before he spotted the gun in his hand. Yeah, no, Peter wasn't about to confront an armed thug.

"STOP HIM!" the lead cop, a heavy-set black man, shouted.

The criminal didn't raise his firearm as he neared Peter. He didn't so much as threaten him. Hell, he looked terrified. Peter could do it. He could stop him. All he'd have to do was extend his foot, and trip him. They were just a few feet apart now. Inches…

Peter stepped to the side. The criminal sprinted by without a word.

"Dammit!" the lead cop roared.

"Not my problem," Peter muttered, caught between shame and rage.

The police officers didn't stop to scold him, but their expressions spoke volumes. Peter had allowed a criminal to escape. The thug was losing the cops, heading straight for the subway. Maybe someone down there would stop him. Maybe…

"Stupid. He had a gun," Peter grumbled, "Couldn't do anything."

Peter hated lying to himself.

…

Max felt alive. It was bizarre, surreal, utterly insane, but he felt truly alive for the first time in a long time. In the chase, he'd run off most of the alcohol and all of his frustration. Sure, he was scared shitless, but the rush—Christ, there was nothing like it! Like a charge surging through his body, the adrenaline crackled inside him. He weaved, picked up speed, and jumped over the subway ticket stalls like an Olympic athlete.

The cops didn't stand a chance. No one tried to stop him, not with the gun in his hand. This—this was real _power._

Max didn't have to speak to scare people away. They parted like the Red-fucking-Sea before him, and he made his way into a subway car without any difficulty. The doors slid closed, and the bell rang as a woman screamed. The train took off. Nobody moved in on him. The closest person to him was a bulky brother in a Yankees cap, who stood a couple feet away, shielding his girlfriend. He'd keep quiet…

The Yankees fan curled his hands into fists, ready to pounce. Uh uh, not on Max's watch. He raised the pistol, his finger tensed over the trigger.

"Don't even think about it," Max spat.

The man froze, masked in fear now. The urge to fire creeped into Max's head. That would show them. No one would screw with him if he just—

"Max."

No. No fucking way.

Max looked into the eyes of Ben Parker, who was situated near the back of the car. His adrenaline leaked out with sweat. He felt like collapsing.

"Ben, I—" Max stumbled over his words. He deepened his voice, trying to sound confident, powerful, "Don't play hero. For your own sake."

"Please, put the gun down, Max," Ben urged, his voice steady. How the hell was he so calm?

"I'm not gonna—"

"There's no need for violence. I don't know what brought you here, I don't know what happened—"

"I didn't kill anyone," Max caught himself losing control, "But you best believe I fucking will if anybody moves!"

"Please, Max, I'm your friend. I know things have been tough for you lately. I know how you must feel, but I promise if you put the gun down I will help you in whatever way I can."

Ben took a step forward. Max aimed the gun at him. Ben continued to creep up the car. Max clicked off the safety. Ben stopped.

"Don't. Fucking. Move," Max growled.

That's when the capped man lunged at Max. He reacted quickly, shoving the man back before he could do any real damage. Max cracked, uncontrollable rage exploding out with a scream. The capped man's girlfriend cried out as he stumbled back into her. Max raised his pistol and pulled the trigger.

 _BANG!_

…

Peter avoided the subway terminal the criminal had taken, opting for the next stop a few blocks up. Police cruisers raced past him as he strolled down the sidewalk. Damn, for just one guy with a pistol, he'd caused a hell of a commotion. Maybe he'd shot someone.

As Peter neared the subway entrance, a couple police officers emerged from a cruiser parked at the side of the road.

"Hey, kid, don't go in there!"

Peter ignored them, heading underground. A few more officers were holding back a crowd at the bottom of the escalators. As he creeped down, he spotted paramedics in the distance, carrying someone toward the exit on a stretcher. Intrigued, Peter pushed his way into the crowd, as dozens of voices echoed together.

"Make way."

"Oh my God, was he shot?"

"Move!"

"What happened?"

"Jesus Christ…"

" _Kid—move!"_

Peter parted with the crowd, allowing the paramedics to pass. His eyes edged down to the body, the victim…

Peter's mind went blank. He moved like a ghost, floating after the paramedics, screaming. What was he saying? Who the hell was on the stretcher? It wasn't—he hadn't seen it correctly. It couldn't be—

"Ben!" Peter cried, tears racing down his cheeks.

One of the two police officers who'd tried to stop him earlier grabbed him by the shoulders, pulling him away from the paramedics as they ran up the escalator steps.

"Kid, what did I tell you? Don't—"

" _That's my uncle!"_ Peter screamed.

The cop's jaw fell open, and his grip loosened, giving Peter the opportunity to chase after the paramedics up the stairs. He caught them at the top of the entrance, and tried to stop them.

"Please, wait, that's—" Peter spotted his uncle's pale face again. He choked on his words.

His uncle tilted his head, and looked at him, eyes glazed…

"Shit, he's not breathing," a paramedic shouted.

They set Ben down and tried to resuscitate him. Someone—Peter couldn't tell, _didn't care_ who—pulled him away. He didn't fight back this time. He just stared, blank-faced, at the crimson spot on his uncle's chest. A target. It looked like a target. Why was there a target on his uncle's chest?

"I'm sorry, kid," someone said, "I'm sorry."

"Why?" Peter mumbled.

The paramedics carried his uncle to an ambulance. They looked sullen. The hop in their steps, the adrenaline, it was all gone.

"I'm so sorry."

…

"Who did it?" Peter asked, his arms tight around his knees as he sat on the subway steps.

The police officer who had tried to comfort him, one Yuri Watanabe, sighed, "We don't know. We…we'll catch him, alright? I swear."

Peter dry swallowed. He couldn't take his eyes off a piece of pink bubblegum on the ground. It looked so weird, so bright, like neon paint.

"So, were you…your suit, were you at a dance?" Watanabe asked. "Homecomi—"

Suddenly, her cruiser's radio crackled to life, "Requesting backup on 57th for a 10-24 S. Perp's in the Stark Reactor."

Peter perked up, "Is that…"

"Probably something else. Just…breathe. Your aunt's on her way here now," the cop said.

"Can you check?" Peter asked.

Watanabe paused, then reluctantly nodded. She walked over to her car and reached through the open window for the radio. "10-5, is that the douche from the subway?"

She glanced down the street at her partner, who was smoking a cigarette alone. The radio crackled…

"Yes. We're cornering him."

When Watanabe looked back at the subway entrance to confirm the message to Peter, she discovered he'd disappeared. She circled around, but couldn't find him. Her partner met her panicked gaze, and took a drag.

…

Peter ripped off his suit and threw the pieces aside as he leaped across buildings until he was in nothing but his new spandex suit. Crimson gloves in hand, he slipped them over his webshooters, then reached into his single back pocket for his mask. Peter's eyes flashed down to it for a moment. Harry's design was slick. Transition lenses stared back at him from atop a webbed pattern, which continued down onto the red and blue suit. A black spider clung to his chest, making the symbolism clear.

He was Spider-Man.

Peter threw the mask on and fired a webline at a skyscraper. With a quick breath to calm himself, he swung away, narrowly avoiding the side of a building. OK, so he had some practice to do, but now wasn't the time to stress about it.

Driven by anger and instinct alone, Peter swung toward the distant Stark Reactor.

…

Max had made a huge mistake. Multiple, in fact. He knew that, and he was beginning to regret them with all his heart. Teary eyed, his mind a frantic mess, he had hopped the fence into the Stark Reactor, a maze-like, half-built facility with a shining blue heart. The Arc Reactor hummed as its azure energy circled the open generator. Over a period of minutes, as Max wound his way up the stairs above the reactor, police sirens drowned out the generator.

With shaking hands, Max unloaded his pistol clip to check the bullet count, only for it to slip out of his hand and into the reactor below. The generator incinerated the clip in a flash of light. Max cursed to himself. One bullet. That's all he had.

"What a way to go," Max grumbled to himself.

"You deserve worse," came a new voice. Young, male, but sharp— _angry_.

Max swiveled around, finger on the trigger, a nervous wreck. He couldn't see anyone else in the darkness. The only source of light was the generator many floors below.

"Who the f—"

Suddenly, a shadowed figure leaped toward him and tackled him onto the walkway over the generator. Max lost his pistol during the fall. The walkway shook beneath his weight. Without looking at his assailant, he tried to punch the other man, who caught his fist. Terrified, Max looked into the eyes—or rather, the crimson mask of his assailant.

Daredevil? He'd heard stories, but thought the vigilante worked no further than Hell's Kitchen. And this guy's mask, it was patterned with…were those webs?

" _WHY?"_ the vigilante roared. "Why did you kill him? What the hell is so wrong with you that you think it's okay—"

"B-Ben? How do you—" Max stammered.

The vigilante punched him quiet, then continued, "You're a monster. And you're never going to hurt anyone ever again."

He pulled Max up and pushed him against the edge of the walkway, illuminating his face in the generator's light. Suddenly, the vigilante recoiled back, and Max could make out shock beneath his lenses.

"You…" the vigilante couldn't complete the thought.

Recognizing this opportunity, Max lunged, but the wannabe hero sidestepped him. The walkway tremored and caused Max to lose his balance. He tripped over the side, only to be caught by the vigilante, who had snagged his wrist.

"Hold on," the young man said, "I've got you."

But in the vigilante's dark eyes, Max saw Ben's, and he felt himself pushing against his savior's grip.

"What the hell are you doing?!" the vigilante yelled.

"What I should have done a long time ago," Max uttered, then pulled free.

The vigilante screamed, but Max paid him no heed, his mind lost to a startling peace. He plummeted down to the generator, blank-faced. A crackling overcame him as he disappeared in a flash of blue light.

…

Peter returned home a shocked and frightened child. He crawled through his open bedroom window, stripped down to his boxers, and tossed his costume in the closet. Without a word spoken or a tear shed, he collapsed into his bed. Unable to process sight or sound, he did not notice his aunt's entry until she sat beside him. With the gentlest hands, she placed his head on her lap, and he felt teardrops sprinkle his forehead.

That's when he broke down. His tears fell like stars, drowning Peter in his sorrow.

He cried for his aunt. He cried for his uncle. He even cried for the man who'd killed him, the man he'd let escape—and die. Peter had failed them all.

Never again.

"With great power there must also come great responsibility," he whispered through his tears.

"Sweetheart...?" May sniffled.

Peter wiped at his eyes, then stared at his closet door. At the colorful costume hidden in the darkness. At his future.

"Just something Ben said."

* * *

 _Hope you enjoyed that! Sorry for the wait. Life grabbed me by the balls and wouldn't let go (and I'm working on a novel, so...). I do have some bad news on that front. I'm going on hiatus for this title. I WILL BE BACK. That's a promise. I don't know when exactly, maybe a few months, maybe closer to a year, but I'll return to the title eventually. And when I do, expect what a lot of you have been waiting for - a jackpot, Tiger!_

 _Heart of the Demons: And here are the plans...hope they lived up to your expectations!_

 _Guest: Well...here you go. The origin. This was always intended to be a slow burn story, but we finally made it to the climax._

 _keyblade master cole: Yep XD_

 _boysa boysa: Glad Pete and Ben's last talk worked for you!_

 _Shady21639: Black Cat will make her way into the title...eventually. I love her character and can't wait to shake Peter's life up with her introduction!_

 _SpyderWeb: Yeah, shit got real haha. Thanks for the review!_

 _DanySnow: Thanks for the review! Glad you're enjoying the story!_


	11. Excelsior!

_A/N: Check out the author's note at the end for news about this title's future. In the meantime, I want to discuss the inspiration for this issue. This year has taken both Stan Lee and Steve Ditko, the co-creators of Spider-Man. I felt the need, in my own small way, to honor their legacy and greatest creation - so here is a tribute to two of the greatest mythmakers known to humankind._

…

 **Web of Spider-Man  
** #11: Fatal Flaw Epilogue  
"Excelsior!"

…

Spider-Man rose higher and higher into the sky until it felt like he'd continue ever upward to his death. Adrian Toomes' armored talon dug into his ankle, drawing blood. He thrashed against the old thief's mechanized grip, but made no headway. The buzz of his spider-sense drowned out both the wind's howl and the incessant whirring of Toomes' bargain bin Iron Man armor. It was getting hard to breathe. His vision was fading. He could hardly make out Toomes' winged silhouette against the sun's glare, let alone his wrinkled mug. Nonetheless, he knew the old-timer had a shit-eating grin on his face as he cackled.

"I got you beat. Last warning: stand down, Spider-Man," Toomes said.

"That's a little tough from up here," Spidey grunted back. _I don't have time for this!_

Spider-Man fired webbing at Toomes' face, but missed by a mile, the line deflected away by a gust of wind. He grimaced beneath his mask. _I'm gonna be late!_

"Don't say I didn't warn you," Toomes growled.

Then came the drop. Toomes' talon tore free from Spider-Man's leg, causing him to scream. Freefall dragged him kicking and screaming toward the city streets below. Panic overcame his senses. _I'm gonna die I'm gonna die I'm gonna die—_

Just like Uncle Ben.

A sudden, dark numbness calmed Spider-Man. It had been a week, the longest of his life. A week without him. A week on the job. A week of late nights, spontaneous tears, and never ending lies. He couldn't give up now. He couldn't make this week that much worse for Aunt May.

Spider-Man extended his arms to flatten his fall and slow his descent. This was Queens. There wasn't a skyscraper near him. If he was going to swing, it would be a close call. He might hit the ground before he could land a webline, or hell, it could very well tear. Even if he managed it, the force of the drop might break his arms. That wasn't something he wanted to have to explain to his aunt. What to do, what to do?

That's when it hit him. The idea was ludicrous, like something out of a comic book…but it might just work.

 _THWIP!_ Spider-Man shot webbing between his hands, slowly but surely forming a sheet of the sticky substance. Or, more accurately, a parachute. An updraft jerked him up. That was a good sign. He could see for miles. Hell, he could see the rooftop where Toomes had dropped his duffle of cash. Spidey had plenty of room to fall. It was working! It was—

 _Spider-sense!_

" _Eat shit!"_ Toomes ripped through his web parachute with a blade-tipped wing.

To that Spider-Man had one response: "Nice going, genius."

Adrian Toomes was smart enough to build a working (albeit wannabe-Iron Man) jetsuit, but this? This was just plain stupid. By tearing through the webbing, the old thief had gotten his wing stuck with it. Spidey trailed after him by the end of his webline like a paddle ball. With one strong pull, he managed to swing atop Toomes' back.

"Heads up, bird brain," Spidey quipped.

With an anxious spasm, Toomes yelled, "You son of a—"

But it was too late. Spider-Man _thwipped_ a line to his free wing, then pulled back with both hands, sending them plummeting to the ground. As Toomes screamed obscenities, Spidey took care to steer them away from civilians. Or rather, he tried to. They ended up crashing right into oncoming traffic.

Spidey rolled to a halt as cars swerved, honking, around him. Toomes wasn't so lucky. He fell right into the path of an eight-wheeler truck. The driver slammed on his brakes, but it wouldn't stop in time. Wide-eyed, Spider-Man screamed Toomes' name.

The old man took flight.

"Uh…" Spider-Man groaned, at a loss for words. _Idiot! I'm an idiot!_

Not only had he not acted in time to save Toomes, but he hadn't noticed the man was in good enough shape to fly. He tried to swing after the criminal, but he proved too slow to even get near him. He was forced to watch from a rooftop as Toomes soared off with his cash into the sunset.

Unsurprisingly the furious cries of New Yorkers followed Spider-Man as he swung off, guilt clouding his mind. He'd screwed the pooch. His first real supervillain, and he'd failed entirely. He cost the city, cost innocent people thousands of dollars in damages. He hadn't caught the bad guy.

As if to salt the wound, his web shooters _thunked_ and mid-swing they refused to fire more webbing. They were empty. Spider-Man dropped to a rooftop, cursing quietly to himself. He wouldn't be able to swing to the church. Yep, the worst thing—worse than all of this spider-bullshit—no doubt about it now…

 _I'm late._

…

"You're late," Harry said, straightening Peter's tie. "And you look like shit. Is this gonna become a thing?"

Truth be told, Harry was absolutely right. Peter looked like shit in more ways than one. Yeah, he'd crumpled his suit by leaving it in his backpack while he fought the Vulture, but far, far worse than that – he was late to his own uncle's funeral. Harry had intercepted him outside the church before his aunt, or anyone else, could.

"I'm trying, Harry," Peter said, "I am, I swear to God."

Harry dusted him off, saying, "I know. I get it, I do." Peter seriously doubted that, but gave no voice to the thought. "This is…I don't know. I don't mean to claim that…" Harry sighed, "It's just your aunt, Pete. May was so—she looked so broken, man. She needs you. She really needs you right now."

"Yeah, I fucking know." Guilt had dragged the words out, not frustration. Peter's heart only grew heavier.

Harry's gaze darkened, but he replied with a chilling calm in his voice, "You've got a bruise under your left eye." Peter reached for his face, self-conscious. "You're limping. Blood's crusted around your sock. You haven't been to school all week. No one's gotten a decent pic yet, but you're the vigilante, aren't you?"

Peter's lack of a response was answer enough.

"Christ, dude, Spider-Man was supposed to be, like, a money thing. An act. It was supposed to be fun! You're not Captain-freaking-America—"

"Back off, Harry—"

"Get yourself together, man. You're acting insane!"

" _Harry—"_

" _Do you want to die?!"_

Peter meant to shove Harry back just a foot, to make him stumble, but his push sent him flying into the church doors. Harry's head smacked against the hard wood with a _thud._ Peter was speechless. His friend stared up at him, dazed eyes focusing into a hot rage.

"Harry, I'm sorry—"

"I don't want to lose my best friend," Harry spat, "Does that make me an asshole?"

The church doors opened before Peter could respond. His aunt May had Anna Watson by her side, their makeup already dripping oil-like down their faces. May looked at him with heartbreaking resignation.

She returned inside without a word.

Peter's mind clouded with a deep white fog. It took Harry's call to drag him back to reality, to force him after his aunt. What awaited Peter inside sent him right back into himself, into the fog, the locked chest unbroken by all. The church was packed.

Faces painfully familiar and utterly unknown stared after him as he moved to sit beside his aunt. Jessica clasped Harry's hand, Alistair offered him a weak smile, and even Cindy Moon had shown up to offer her condolences. After the service, after Peter forced himself through May's eulogy, Cindy approached him and muttered something about an apology. He couldn't hear her over the others, over the same few words, the same bullshit again and again.

"I'm so sorry."

They had nothing to be sorry about. They hadn't killed his uncle.

Peter had.

And by the fragile state of his aunt, he might soon be responsible for her death as well.

…

Peter and his aunt made it through the night without speaking more than a few words to one another at a time. Small talk, that's all they managed. Peter apologized for being late. She forgave him. May commented on how nice it was that so many people came. He agreed. Peter thanked her for doing the eulogy. She said, 'of course.'

He wanted to say more, but Anna Watson never left her side. Maybe that was just an excuse. Maybe—probably—he was a coward, but he couldn't bring himself to so much as say Ben's name until Anna left them be. She mumbled something about "needing to prepare for tomorrow," double checked to make sure May was okay, then crossed the hall to her apartment.

But even when they made it inside, Peter couldn't say anything more. So, May managed a toothless smile then retired to her room.

Peter cried himself to sleep that night.

The next morning, Peter awoke to a familiar smell. He limped into the kitchen only to find May scrambling eggs. She was using garlic, far too much garlic. Ben's stupid recipe. His favorite.

It was like a dam broke.

"Please don't take this the wrong way, but I can't," Peter shook his head. _I can't look at you right now._ "I'm not going to eat that—I—I'm sorry. I need to go on a walk."

"I'm not mad at you, Peter," May began without looking at him. She struggled to finish the thought, only for Peter to beat her to it.

"Please don't say you're disappointed." He hadn't intended it to sound dismissive, almost quippy, as if he was in the mask, but his aunt's look spoke volumes about his tone. Peter lost control of himself, "Subway broke down. New York public transportation—best in the country, right? Thank you for dry cleaning my suit, by the way. I know it got wrinkled, but, well, you're not exactly a professional. And hey, I can tell what you're thinking. The bruise? I got mugged. Don't worry about it. Guy saw how poor I am and gave _me_ a dollar—"

"What's wrong with you?" May did not scream those words, she did not strike him, yet Peter felt a pain far greater than Toomes had inflicted.

"I killed him." Peter dug his nails into his skin. He fell into a dizzy rave, preventing his aunt from interrupting him. "I saw the guy who—I saw Max Dillon. I saw him. Cops were chasing him, and I—I just let him pass me by. I did nothing to stop him, and…" Peter was sobbing now, delirious, "And Ben died. I killed him." He dry swallowed, steadying himself ever slightly. "I killed Ben."

Silence pervaded the room for what felt like hours before May responded. "So did I. I let him go that night."

Peter shook his head. He tried to stammer out how she was wrong, how it was his fault, how he was just trying to make up for it now, how he didn't want to hurt her, how he never wanted to hurt her…

But all he managed was, "I need to go on a walk."

She didn't chase after him. She didn't call to him as he changed.

May let Peter leave, the door clanking emptily after him.

…

Peter had been on a lot of walks since that night. Swinging wasn't exactly relaxing, and as evidenced by his experience earlier, he couldn't afford to waste any of the web fluid. That said, there was something tragically timeless and painfully cathartic about a walk. Ben loved them to death.

"Bad joke," Peter mumbled, kicking a littered beer bottle. _Ben would've laughed. His sense of humor could get crazy dark._

Queens was quiet today. Overcast, solemn, like the whole district was mourning his uncle.

Peter passed block after block, car after car, pedestrian after pedestrian in a dull blur of chilled emotion. He'd made his way halfway down the steps before he realized where he was. This was the subway stop, the place his uncle had died.

He stumbled back up the steps, biting the insides of his cheeks, biting back tears. _Ben, what would you do? What the hell is the right thing to do? I'm responsible for May now. I need to help her, not hurt her, but you—what happened to you—no one else should have to go through that. I'm responsible for all those potential victims, too._

 _Can I be Spider-Man and Peter Parker? Is it even right?_

Yet again, his instincts hit him where it hurt. Peter found himself fumbling with his button up, with the costume beneath it. Grimacing, he headed for an alleyway. Maybe he'd think better up top, away from everything. Maybe web swinging _would_ clear his head.

Maybe…

…

Peter sat along the edge of an apartment building, mask in hand. The cool autumn breeze sent ripples through his suit and a shiver down his spine. Nonetheless, he remained still, dark eyes drawn to the Queens skyline. The setting sun crowned the view with red-gold rays. _Ben would've loved this._

"Hey, kid, you alright?"

The gruff smoker's voice sent Peter into a panic. An elderly man was eyeing him from a fire escape, his eyes shaded by vintage sunglasses. Peter shot to his feet and managed to pull his mask over half his face before he stumbled over the roof's edge. Thankfully his feet stuck to the wall, keeping him upright. He turned away from the old-timer as he shrugged on the rest of the mask.

"Face front, kid. Take it easy. I'm no snitch," the elderly man said. "You're that Spider-guy, aren't you?"

Peter frowned, but did as he was told. White lenses met with black as he looked the man in the eyes from the side of the building.

"I'm Spider- _Man_ ," Peter's voice cracked, "Uh, Spider-Man."

"Sure you are." The elderly man smirked. Then, running a hand through his slicked back hair, said, "You look like you could use some company. Come on inside."

"I'm not supposed to talk to strangers," Peter blurted.

"My name's Stan. You're Spider-Man. There, we aren't strangers anymore," the elderly man said.

Peter hesitated. This guy could be a pedophile, a murderer, or worse – a telemarketer. Peter knew absolutely nothing about him. But there was something to this old man, something that put him at ease. He reminded Peter of his uncle Ben.

"You coming, kid?" called Stan, who was already reentering his apartment.

"Yeah, I'm—I'm crawling over. I mean I'm coming," Peter replied, doing just that.

"How d'you like your coffee?"

"Just how I like my women. Hot and black," Peter stammered, dropping onto the fire escape. "I mean—uh. No cream or sugar. Yeah, that—yeah. Black."

Chuckling, the elderly man led Peter inside. "You sure talk a lot, kid."

Stan's apartment was humble but cozy, decorated with images from comic books: Captain America, Iron Man, the works. Peter felt right at home, at least until he locked eyes with the apartment's second occupant. Seated at the dining table, a thin man—about as old as Stan by the looks of him—peered grimly over the rim of his thick spectacles at Peter.

Motioning to the sketchpad in front of him, Peter dumbly said, "Uh, you draw?"

"Don't mind Steve. He's harmless," Stan called from the kitchenette.

As if to emphasize the point, Steve said, "I like your costume. Smart design." Then, without another word, he returned to his sketch.

"Tha—thanks."

Peter collapsed awkwardly onto their couch. A minute or so passed in silence before Stan returned with a steaming mug of coffee. After Peter thanked him for it, Stan leaned against the dining table – drawing a glare from Steve – and jumped right back into the conversation as if no time had passed at all.

"I know that look in your eyes. The grief, the angst, like the weight of the world's on your shoulders. Tell me, Spider-Man: what's wrong?" Stan asked.

Peter rolled his mask up to his nose, and wafted in the smell of coffee. It was a dark brew, Ben's favorite. "I lost someone recently." After a moment, he continued, "I lost my…my dad."

Stan's expression softened. Steve looked up from his drawing. The both of them had genuine concern in their eyes.

"I'm sorry to hear that, kid," Stan said. "Moving forward isn't easy, not ever. Life…life can be tough that way. You just have to keep climbing – ever upward."

Peter snorted, "Yeah, that's not even the half of it. I tried to do something good with my – with all this pain, but I just ended up hurting the people I love. I think I know what my unc—what my dad would want, what I want, but it's…" He couldn't finish the thought. "I don't want to argue with anyone about it. I don't…I don't know what's right."

To that, Steve leaned forward and said, "If you have a certain point of view and reasons that you think are valid, you can only and _should_ onlyexpress those views you honestly have. Even to those you love." He fiddled with his pencil. "That's your right. Your responsibility."

Stan nodded in agreement. "What Steve said. You have to stand up for what you think is right. You have to truly believe in it, because at the end of the day…" Stan settled into a thought for a moment before continuing, "The world is a complicated place, but goodness, moral integrity, there's something concrete there. Something immutable. Maybe I have a simplistic view of things, but…you're going out of your way to help people, right? Even if there's no chance of a reward? Simply because it should or must be done."

Peter considered the question, sipping from his mug. Was it just guilt motivating him? Was it his anger at the world? Or was he really doing it for the right reasons? Did it even matter? He supposed it did. He supposed it had to. So what was his answer…?

"Someone has to do it. I have to do it," Peter realized, "With great power there must also come great responsibility."

A hearty grin flashed across Stan's lips. "'Nuff said."

Filled with a sudden burst of ecstatic energy, Peter hopped up, and pulled his mask down. "Thank you. Thank you so much!"

"Not gonna finish your coffee?" Stan asked.

The remark caught him off guard, stopping him in his tracks. Peter looked down at the mug in his hand. He blushed as red as his mask, though they couldn't see it. "Uh, I, uh—"

"I'm just messing with you, kid. Leave it. We need to get going anyway," Stan assured him. "We're meeting up with a few old friends, and my wife, Joan."

Setting the mug down, Peter mustered a smile and said, "Well, have a great time. And thanks again, both of you."

He trotted toward the fire escape. However, before he could get farther than halfway out the window, Stan called to him.

"Hey, Spider-Man!" When Peter he looked his way, he found both Stan and Steve were smiling. "You're gonna do great, kid. I just know it."

Peter simply nodded, touched beyond words. He crawled outside, then, with the _thwip_ of his webshooters, he swung into the city. A great, booming voice followed him upward, ever upward.

" _Excelsior!"_

…

To be frank, this was not how Peter expected to meet Iron Man. He hardly made it a block from Stan's apartment before he saw explosions over Stark Tower. He hardly made it to Manhattan before he saw the Iron Avenger fall out of the sky, his suit in shreds.

He hardly made it in time to save him.

When he spotted Iron Man's plummeting form, Peter made a slingshot out of two skyscrapers and his webbing. He launched himself forward, catapulting over whole neighborhoods with strength he heretofore hadn't known he was capable of. He ran across Stark office windows and leaped out to catch Iron Man just a dozen yard above a busy street. With one hand holding the billionaire-hero by the remains of his armor and the other _thwipping_ outa webline, he swung through a crowd of New Yorkers on the sidewalk.

"'Scuse me! Coming through!" he called out.

Civilians leaped out of the way as Peter pulled up and hopped over them onto a rooftop. With great care, he lay Iron Man on the ground. The armored hero wasn't conscious. No, worse, he looked like he might be…

 _SHWOOM!_ Stark's arc reactor sparked with a sudden burst of sky-blue energy, defibrillating him. Peter tripped back onto his rear as Iron Man gasped to life. Scrambling up, he hurried to the billionaire's side while civilians crowded around them.

"Shit. Did I just die?" Tony Stark ripped off his helmet's mask and tossed it aside. "Second time this week…"

"Iron Man—I mean, Mr. Stark, er, Tony," Peter stammered, "Are you—"

"The spandex means you're a superhero, right?" Mr. Stark interrupted, speaking a mile a minute. "Go do your thing."

"Uh, what—you mean—?" Peter said.

"Don't have time to play coach, rookie," grumbled Mr. Stark. "Look up."

As if on cue, the top of Stark Tower exploded. Glass rained down into the empty alleyway below while a winged form zoomed inside the forced entrance. Peter frowned beneath his mask.

"Let me guess. The bad guy's a geriatric jerk with a knockoff Iron Man…" Peter shrugged, "Er, 'you' suit."

Mr. Stark frowned, then muttered, "It's a prototype. Mark 12, codenamed Vulture."

Peter jerked back to the billionaire-hero. "Wait, you made his suit?"

"He stole _my_ suit," Stark retorted. "My latest suit. Adrian Toomes is ex-Marines, my ex-bodyguard, worse than a jilted ex—what am I saying? Go!"

"Are you gonna be okay?"

"Not if I'm robbed again! _GO!_ "

Peter took off, swinging across the street to Stark Tower. From there, he crawled up the side of the building. Alarms rang from the top floors. He picked up the pace, rising into a full on sprint. His abs burned as he kept himself upright. _You got this, you got this, you got this!_

The penthouse suite was in ruins, an image of rubble and fire that evoked the city's most tragic history. Peter froze up, lenses creasing as he tried to make out Toomes through the smoke. He'd outplayed him once already. The only reason Peter had gotten close to winning the fight was because Toomes had made a huge mistake. For God's sake, he'd beaten Iron Man! What the hell was some kid in spandex supposed to do to him?

A blue orb appeared from the darkness. Shrouded in smoke, backlit by fire, Toomes stepped forward with a briefcase in hand, his suit's blue core humming from atop his chest. Peter's heart felt like it was going to burst.

"Spider-Man? Back for round two?" Toomes cackled, his wrinkled visage clear behind his ironglass mask. "You're braver than I thought."

"Anyone ever tell you that you speak in clichés?" It had slipped out, yet Peter couldn't help but grin. Crouching into a three-pronged position, he mustered another quip. "You need new writers, man."

Toomes sneered. "I beat Iron Man. What hope do you have—"

"This is exactly what I'm talking about."

"Shut up!" they both said at once. Peter snorted, "See, I can literally predict what you're going to say."

" _Predict this!"_ Again, they cried out in unison. However, with those last words, Toomes zoomed toward Peter.

However, the teen hero knew it was coming, his head buzzing all the while. Peter flipped over Toomes and fired a webline at his jetpack. Latching on with a _thwip_ , Peter managed to get his footing before Toomes dragged him out of Stark Tower and into the sky.

"And they say you can't teach an old bird new tricks," Peter said. With a great tug, he pulled himself forward.

"How's this for new tricks?" Toomes spun, knocking Peter away before he could land atop his back.

Then came the plummet again, but this time Peter was ready. He prepared his webchute in seconds. His spider-sense alerted him to Toomes' imminent attack. Peter let go of the webbing and let himself fall. In the process, he freed the 'chute to jerk back against the wind, catching Toomes before he could react. The old thief thrashed against the webbing, but that only furthered his entrapment, leaving him to tumble to the ground.

"Looks like you're in a sticky situation," Peter said, swinging onto Stark Tower. Toomes screamed from beneath the web cocoon. "What? They can't all be homeruns."

Peter leaped off the skyscraper and tackled Toomes onto a rooftop. Sirens wailed just blocks away. The fight was won.

Peter had won.

Grinning ear-to-ear, he doubled up Toomes' cocooned restraints and removed the briefcase from inside it. Before he could offer a finishing quip, the _whoosh_ of lowering thrusters caught his attention.

"I believe that belongs to me." Mr. Stark—Iron Man landed beside him in another suit of armor, an older make by the looks of it. He extended his hand, the suit's cool blue slits staring into Peter's lenses.

"Yeah, a 'thank you' would be dope," Peter blurted.

"Hand it over, rookie," Iron Man demanded. _"Now."_

Peter grimaced, but gave the briefcase up. It turned out Tony Stark really was a dick. "What's in it?"

"It's cute that you think I'd tell you," Iron Man replied. "Are you prepared to sign an NDA?"

"I can't tell if that's a joke or not," Peter muttered.

Iron Man snagged Toomes' cocoon, fired up his thrusters, and hovered off the ground. "Don't get cocky, kid. I could've handled him on my own."

With that said, he flew off toward the roof of Stark Tower, leaving Peter to mumble, "Ego like glass, fit for a you-know-what…"

…

Peter knocked before he entered their apartment, wary to greet May. To his surprise, he found her frantically cleaning the kitchen, on edge. It hadn't looked this clean since they'd moved in. Not for holidays. Not once. May acknowledged his presence with a nod, but wouldn't look up from her work. She adjusted the toaster an inch.

"May, I'm sorry. I—" Peter paused, then just said what was on his mind. "Did I make you go crazy? What is this?"

"It's not you that…" May sighed, then moved the toaster again. "I haven't cracked. I just—we never have guests."

"We're having guests?" Peter said.

"It's a surprise," May admitted.

"A surprise? Who the hell is it, my parents?" The grave light in May's gaze made Peter regret that joke. He walked to her side and stopped her from moving the toaster again. "May, please, I need to talk to you." With a shrug, he added, "Before any surprise guests arrive."

May seemed reluctant to continue, unable to look him in the eyes. "There's nothing to discuss. We were both in…fragile states of mind."

"No, you were…" Peter took a deep breath. "You did nothing wrong. In all of it, you…" He forced himself on, "I need to do things differently. To be more transparent with you. We're all we've got now, and I…" Peter swallowed back tears. Taking her hand, he looked his aunt in the eyes. "I won't leave you, May. I can't. We're going to take care of each other from now on, I promise. I'm going to take care of myself. Of you."

May's eyes flooded with tears, drawing his own in turn. She tried to stammer out a response, but couldn't manage it. Speechless, she hugged him, and he squeezed her tight. Peter knew what he had to do, what he had to say.

"May, there's something I need to tell you…"

The doorbell rang.

Peter silently cursed to himself. Later. He'd tell her everything later. "I'll get it."

May nodded him on, so Peter headed for the door. On his way, he wiped away his tears, and steadied himself. No chance he was gonna embarrass himself in front of some surprise guests. It had to be someone pretty important, right? Something crazy, like the principal or…

What awaited him at the door was beyond his expectations, lofty as they were. What awaited him was a dream come true, almost seven years in the making.

Even without makeup, the girl was gorgeous, confident in her own skin, in her simple black sweater and jeans. Her curly red locks settled right around her shoulders, her dark eyes above Peter's own. She was tall, taller than him by at least an inch. Yet for all her newfound beauty—cocky white smile and all—she was completely and utterly familiar to him.

Peter Parker would recognize Mary Jane Watson anywhere.

" _Face it, tiger. You just hit the jackpot."_

…

 _ **In Loving Memory of Stan and Steve**_

…

 _I really hope you liked it. This was spectacularly cathartic to write. Rest In Peace, to two real superheroes._

 _Good news and bad news, folks. Good news, this won't be the last issue, I promise. Bad news: the hiatus is going to pick up again after this one. I'll return to this story when I'm done with my last Flash volume (currently 2/6 issues in). You can very likely expect the start of the new arc in the next six months – certainly by the release date of_ _ **Spider-Man: Far From Home**_ _. Anyway, sorry about that. But please, drop a review! I'm really curious to hear what people thought of this ish, cliffhanger and all._

 _Oh, wait…you thought the arrival of MARY JANE WATSON was the ONLY cliffhanger I have for you folks? Haven't you ever seen a Marvel movie? Stay past the credits!_

 _~~Merry Christmas~~_

…

It had been a long week for Tony Stark. Maybe the longest since Afghanistan. It ended like it started: with some criminal dumbass blowing up his property and creating apocalyptic press. Recent layoff Adrian Toomes had blown up Tony's fallic super-symbol and attempted to steal his super-secret project. Why? More likely than not, because he'd been hired by someone to do it. _That_ was the truly horrible news.

But before Toomes, Max Dillon had been the source of Tony's headache. _That_ had just been crazy happenstance. The newbie murderer had hidden from the cops in his arc reactor and fallen right into the generator, shutting it down. They hadn't been able to get it back up all week. _Tony_ hadn't been able to get it up all week.

In more ways than one.

"…sir? Did you hear me, sir?"

"Mhm," Tony grumbled, staring into the blue void of the reactor's battery. Without looking at Justin Hammer, P-h-freaking-D, he said, "You want to hire a specialist? I _am_ the specialist. I made the arc reactor."

"Certainly, sir, but, pardon me, you're not the only person in renewable energy," Hammer stammered on, "Perhaps an outsider's perspective could—"

"Fine. Whatever. Do it," Tony grumbled. "Invite Vladimir Putin and Victor von Doom for all I care. Just get it fixed."

"Yes—yes, sir—"

Suddenly, Tony's chest caught fire. There was no actual flame, but the mini-arc reactor in his chest burned like hell. He collapsed to his knees. His ears rang, drowning out Hammer's screams, his own screams.

Tony's chest reactor failed. His heart failed with it.

In perhaps the worst case of dramatic irony in his life—and there were _many_ such cases—the arc reactor, the main reactor, came alive with light and sound. A great blue beam burst into the sky, crackling with electricity. This was unlike anything it had ever done before. And there was something else, something even weirder…

Tony's vision was fading quickly, but he could swear he saw a man's silhouette in that beam.


End file.
